Common use of Insurance; Casualty Loss Clause in Contracts

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties will, and will cause each of their respective 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 satisfactory to the Agent in its reasonable discretion. All policies covering the Collateral shall name the Agent as additional insured and loss payee in case of loss, as their interests may appear, and shall contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest 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 covering the Collateral shall 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 the Borrower or any of the other Credit Parties fails 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 may, in its own name or in the name of the Borrower or such other applicable Credit Party or other Subsidiary, file claims under such insurance policies, receive and give acquittance for any payments that may be payable thereunder, and 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 of the Borrower and the other Credit Parties will provide written notice to the Agent 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 the Borrower, any other Credit Party, or any other 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 $10,000 (collectively, a "CASUALTY LOSS"). Each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, or any other Subsidiary on account of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent attorney-in-fact for the Borrower and each other Credit Party, after the occurrence and 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 the Borrower or the other Credit Parties, as applicable, shall upon demand of the Agent make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties will, and will cause each of their respective the 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 satisfactory to the Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Agent as additional insured and loss payee and Borrowers and the Agent as additional insureds in case of loss, as their interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest 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 covering the Collateral shall 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 the any Borrower or any of the other Credit Parties fails its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its sole reasonable discretion) with respect to collecting under any insurance policies required to be maintained under this SECTION Section 7.10, the Agent mayshall have the right, in its own name or in the name of the Agent, any Borrower or such other applicable Credit Party or other any 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 of the Borrower and the other Credit Parties will provide written notice to the Agent 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 the Borrower, any other Credit Party, Borrower or any other 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 (x) $10,000 500,000 prior to the occurrence of an Event of Default and (y) $-0- upon the occurrence of and during the continuation of an Event of Default (collectively, a "CASUALTY LOSSCasualty Loss"). Each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, or any other Subsidiary on account of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent attorney-in-fact for the Borrower and each other Credit Party, after the occurrence and 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 the Borrower or the other Credit Parties, as applicable, shall upon demand of the Agent make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties will, and will cause each of their respective 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 commercially reasonable and customary in the industry in which such Borrower or such Subsidiaries are engaged. In addition, the Borrowers will obtain and maintain, within 60 days of the Closing Date, general liability insurance in the minimum aggregate amount of $10,000,000 for all times satisfactory to the Agent in its reasonable discretionBorrowers and their Subsidiaries. All policies covering the Collateral shall are to name the Agent Borrowers and the Agent, on behalf of the Lenders, as additional insured insureds and loss payee payees in case of loss, as their interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest 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 covering the Collateral shall 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 the any Borrower or any of the other Credit Parties fails 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 Section 7.10, the Agent mayshall have the right, in its own name or in the name of the Agent, any Borrower or such other applicable Credit Party or other any 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 of the Borrower and the other Credit Parties will provide written notice to the Agent Lenders of the occurrence of any of the following events within five (5) Business Days after a Responsible Officer of such Borrower learns of the occurrence of such event: any asset or property owned or used by the Borrower, any other Credit Party, Borrower or any other of its Subsidiaries is (ia) materially damaged or destroyed, or suffers any other loss or (iib) 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 was 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 $10,000 1,000,000 (collectively, each such event or occurrence in excess of $1,000,000 being herein referred to as a "CASUALTY LOSSCasualty Loss"). Each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower Borrowers will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, Borrower or any other Subsidiary of its Subsidiaries on account of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and in its sole discretiondiscretion (and with the approval of the Required Lenders if such Casualty Loss is in excess of $5,000,000), either (ai) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest on, or outstanding principal of, the Obligations in Term Loans or the manner set forth in SECTION 2.3(b)(iii) or 2.9(b)Revolving Loans, as applicabledetermined by the Agent, or (bii) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary Borrowers 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, (iA) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent Required Lenders and (iiB) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and Borrowers will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, after the occurrence and 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 the each Borrower or the other Credit Partiesshall, as applicable, shall upon demand of the Agent Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

Insurance; Casualty Loss. Each Schedule IX hereto sets forth a true and complete listing of all insurance maintained by Holdings and each of its Subsidiaries as of the Borrower and the other Credit Parties willRestatement Effective Date. Holdings agrees to maintain, and will to cause each of their respective its Subsidiaries toto maintain, maintain public liability 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 IX, or as are at all times satisfactory to the Collateral Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as their its interests may appear, and shall are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Agent's Lenders' interest 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 covering the Collateral The Borrower shall 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 the Borrower or any of the other Credit Parties fails 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 may, in its own name or in the name of the Borrower or such other applicable Credit Party or other Subsidiary, file claims under such insurance policies, receive and give acquittance for any payments that may be payable thereunder, and 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 of the Borrower and the other Credit Parties will provide written notice to the Administrative Agent of the occurrence of any of the following events within five (5) ten Business Days after the occurrence of such event: any asset or property owned or used by the Borrower, any other Credit Party, or any other Subsidiaries Collateral is (i) materially damaged or destroyed, or suffers any other loss 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 Collateral 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 otherwisematerially diminish its marketability, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $10,000 1,000,000 (collectively, a "CASUALTY LOSSCasualty Loss"). Each of the The Borrower and the other Credit Parties will, and will cause each of their and/or its respective Subsidiaries to, Subsidiary shall diligently file and prosecute its their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, or any other Subsidiary on account of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent attorney-in-fact for the Borrower and each other Credit Party, after the occurrence and 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 the Borrower or the other Credit Parties, as applicable, shall upon demand of the Agent make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties will, and will cause each of their respective the 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 satisfactory to the Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Borrowers and the Agent as additional insured insureds and loss payee payees in case of loss, as their interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest 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 covering the Collateral shall 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 ten (3010) days prior written notice to the Agent, of the exercise of any right of cancellation. In the event the any Borrower or any of the other Credit Parties fails 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 Section 7.10, the Agent mayshall have the right, in its own name or in the name of the Agent, any Borrower or such other applicable Credit Party or other any 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 of the Borrower and the other Credit Parties will provide written notice to the Agent 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 the Borrower, any other Credit Party, Borrower or any other 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 $10,000 500,000 (collectively, a "CASUALTY LOSSCasualty Loss"). Each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower Borrowers will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, Borrower or any other Subsidiary of its Subsidiaries on account of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal of the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, Revolving Loans or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary Borrowers 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent Required Lenders and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and Borrowers will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, after the occurrence and 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 the each Borrower or the other Credit Partiesshall, as applicable, shall upon demand of the Agent Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties Party will, and will cause each of their respective the Subsidiaries to, maintain public liability insurance, third party property damage liability insurance and replacement value property insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are customary for similarly situated companies and at all times satisfactory to the Agent in its reasonable discretion. The Lenders shall be named as additional insured on all liability policies. All property policies covering the Collateral shall are to name the Agent as additional insured and loss payee and the Credit Parties and the Lenders as additional insureds in case of loss, as their interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest 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 covering the Collateral shall 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 the Borrower any Credit Party or any of the other Credit Parties fails its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its sole reasonable discretion) with respect to collecting any claim in excess of $500,000 under any insurance policies required to be maintained under this SECTION Section 7.10, the Agent mayshall have the right (subject to the last sentence in this Section 7.10), in its own name or in the name of the Borrower or Agent, such other applicable Credit Party or other 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 of the Borrower and the other Credit Parties Party will provide written notice to the Agent Lenders of the occurrence of any of the following events within five (5) Business Days after the occurrence its risk manager has knowledge of such event: any asset or property owned or used by the Borrower, any other Credit Party, Party or any other 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 $10,000 500,000 (collectively, a "CASUALTY LOSSCasualty Loss"). Each of the Borrower and the other Credit Parties will, and Party will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty LossLoss (subject to the last sentence in this Section 7.10), the Borrower Credit Parties will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, Party or any other Subsidiary of its Subsidiaries on account of damage, destruction or loss of all or any portion of the CollateralCollateral in excess of $500,000. The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses in excess of $500,000 to payment of accrued and unpaid interest or outstanding principal of the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, Revolving Loans or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties Party hereby irrevocably authorizes and appoints the Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, after the occurrence and 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 the Borrower or the other each Credit PartiesParty shall, as applicable, shall upon demand of the Agent Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Notwithstanding anything in this Section 7.10 to the contrary, provided there exists no Event of Default, if there is Casualty Loss with respect to assets or property which does not constitute Collateral, to the extent a Credit Party has paid money toward the repair or replacement of such assets or property, and such assets or property have been, or are in the process of being, repaired or replaced in a timely manner, the Agent shall have no right to file insurance claims or collect insurance proceeds with respect to such assets or property, but, if there is a Casualty Loss with respect to Collateral, to the extent a Credit Party has paid money toward the repair or replacement of such Collateral, and such Collateral is, or is in the process of being, repaired or replaced in a timely manner, such Credit Party shall be entitled to insurance proceeds and consequential damages to the extent of the amount paid for such repair or replacement and any consequential damages incurred in connection with such Casualty Loss, provided that this subsection (b) shall not limit the Agent's right to file insurance claims to the extent provided in this Section 7.10 and collect insurance proceeds in excess of the amount paid by such Credit Party for such repair or replacement.

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties Obligor will, and will cause each of their respective the 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 satisfactory to the Administrative Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Obligors and the Administrative Agent as additional insured and mortgagee/loss payee in case of loss, as their interests may appear, and shall are to contain such other provisions as the Administrative Agent may reasonably require to fully protect the Administrative Agent's interest in the Collateral and to any payments to be made under such policies. All liability insurance policies are to 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 are to 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 twenty (3020) days prior written notice to the Administrative Agent, of the exercise of any right of cancellation. In the event the Borrower any Obligor or any of the other Credit Parties fails its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Administrative Agent in its sole discretioncommercially reasonable judgment) with respect to collecting under any insurance policies required to be maintained under this SECTION Section 7.10, the Administrative Agent mayshall have the right, in its own name or in the name of the Borrower Administrative Agent, any Obligor or such other applicable Credit Party or other any 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 of the Borrower and the other Credit Parties Obligor will provide written notice to the Agent 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 the Borrower, any other Credit Party, Obligor or any other 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 Five Hundred Thousand Dollars ($10,000 500,000) (collectively, a "CASUALTY LOSSCasualty Loss"). Each of the Borrower and the other Credit Parties will, and Obligor will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower Obligors will pay to the Administrative Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, Obligor or any other Subsidiary of its Subsidiaries on account of damage, destruction or loss of all or any portion of the Collateral. The Administrative Agent may, at its election and in its sole discretioncommercially reasonable judgment, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal of the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, Revolving Loans or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary Obligors 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent Lenders and (ii) the Administrative Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and Obligors will cause each of their respective Subsidiaries to, deliver to the Administrative Agent such documents as may be requested by the Administrative Agent to permit such participation and will consult with the Administrative Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties Obligor hereby irrevocably authorizes and appoints the Administrative Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, 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 the Borrower or the other Credit Partieseach Obligor shall, as applicable, shall upon demand of the Agent 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 the Administrative Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

Insurance; Casualty Loss. Each Schedule XII hereto sets forth a true ------------------------ and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the other Credit Parties willRestatement Effective Date. The Borrower agrees to maintain, and will to cause each of their respective its Subsidiaries toto maintain, 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 companiescompanies and/or Insurance Sub, 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 as are at all times satisfactory to the Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as their its interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's Lenders' interest 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 covering the Collateral The Borrower shall 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 the Borrower or any of the other Credit Parties fails 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 may, in its own name or in the name of the Borrower or such other applicable Credit Party or other Subsidiary, file claims under such insurance policies, receive and give acquittance for any payments that may be payable thereunder, and 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 of the Borrower and the other Credit Parties will provide written notice to the Agent of the occurrence of any of the following events within five (5) ten Business Days after the occurrence of such event: any asset or property owned or used by the Borrower, any other Credit Party, or any other Subsidiaries Collateral is (i) materially damaged or destroyed, or suffers any other loss 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 Collateral 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 otherwisematerially diminish its marketability, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $10,000 5,000,000 (collectively, a "CASUALTY LOSSCasualty Loss"). Each of The Borrower and/or the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, Subsidiary shall diligently file and prosecute its their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower will shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower, any other Credit Party, Borrower or any other Subsidiary on account of damage, destruction destruction, loss, condemnation or loss of all or any portion eminent domain proceedings, whereupon the Collateral Agent shall, at the election of the Collateral. The Agent mayAgent, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, Revolving Loans or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary Borrower to be used to repair, repair or replace or rebuild the asset or property or portion thereof Collateral that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent attorney-in-fact for the Borrower and each other Credit Party, after the occurrence and 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 the Borrower or the other Credit Parties, as applicable, shall upon demand of the Agent make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.and

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties Loan Party will, and will cause each of their respective 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 ordinarily are at all times satisfactory to insured against by other Persons engaged in the Agent in its reasonable discretionsame or similar lines of business. All policies covering the Collateral shall are to name the US Loan Parties and the US Agent or the Canadian Loan Parties and the Canadian Agent, as additional insured and applicable, in each case for the benefit of the Lenders, as loss payee payees in case of loss, as their interests may appear, and shall all liability policies are to name the US Loan Parties and the Agents or the Canadian Loan Parties and the Agents, as applicable, as additional insureds, as their interests may appear, and are to contain such other provisions as the US Agent may reasonably require to fully protect the each Agent's ’s interest 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 covering the Collateral shall are to be delivered to the US Agent on or prior to the Closing Date, premium prepaid, with the loss payable endorsement in the applicable Agent's ’s favor, and shall (to the extent the applicable insurance company has agreed) provide for not less than thirty (30) 30 days prior written notice to the applicable Agent, of the exercise of any right of cancellation. In the event that any Borrower receives any notice of cancellation or intended cancellation of any of its or its Subsidiaries’ insurance policies, Borrowers shall immediately notify US Agent of the Borrower receipt of such notice and send a copy of such notice to US Agent. In the event any Loan Party or any of the other Credit Parties fails its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the US Agent in its sole discretion) with respect to collecting under any insurance policies required to be maintained under this SECTION 7.10Section 5.10, following the occurrence of an Event of Default and during the continuance thereof, each Agent mayshall have the right, in its own name or in the name of the Borrower or such other applicable Credit Agent, such Loan Party or other 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 of the Borrower and the other Credit Parties Loan Party will provide written notice to Agents and the Agent Lenders of the occurrence of any of the following events within five (5) 5 Business Days after the occurrence of such event: any asset or property owned or used by the Borrower, any other Credit Party, Loan Party or any other 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 $10,000 2,500,000 (collectively, a "CASUALTY LOSS"“Casualty Loss”). Each of the Borrower and the other Credit Parties will, and Loan Party will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In Within 1 Business Day of the event date of a receipt by any Loan Party or any of its Subsidiaries of the proceeds of any Casualty Loss, such Loan Party shall prepay the Borrower will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, or any other Subsidiary on account outstanding principal amount of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of such proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such Casualty Loss; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrowers shall have given the manner set forth Agents prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Casualty Loss or the cost of purchase or construction of other assets useful in SECTION 2.3(b)(iiithe business of the Loan Parties, (C) or 2.9(b)the monies are held in a Deposit Account in which an Agent has a perfected first-priority security interest, and (D) the Loan Parties, as applicable, or (b) pay complete such proceeds (or a portion thereof) to the Borrowerreplacement, such other Credit Partypurchase, or other Subsidiary to be used to repairconstruction within 365 days after the initial receipt of such monies, replace or rebuild then the asset or property or portion thereof that was Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Casualty LossLoss or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to the applicable Agent and applied in accordance with Section 2.4(f). After the occurrence and during the continuance of an Event of Default, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the applicable Agent and (ii) the each Agent may participate in any such proceedings and each of the Borrower and the other Credit Loan Parties will, and will cause each of their respective Subsidiaries to, deliver to the each Agent such documents as may be requested by the such Agent to permit such participation and will consult with the each Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties Loan Party hereby irrevocably authorizes and appoints the each Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, after the occurrence and 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 the Borrower or the other Credit Partieseach Loan Party shall, as applicable, shall upon demand of the Agent either Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the applicable Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.

Insurance; Casualty Loss. Each Schedule XII hereto sets forth a true and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the other Credit Parties willRestatement Effective Date. The Borrower agrees to maintain, and will to cause each of their respective its Subsidiaries toto maintain, 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 companiescompanies and/or Insurance Sub, 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 as are at all times satisfactory to the Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as their its interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's Lenders’ interest 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 covering the Collateral The Borrower shall 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 the Borrower or any of the other Credit Parties fails 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 may, in its own name or in the name of the Borrower or such other applicable Credit Party or other Subsidiary, file claims under such insurance policies, receive and give acquittance for any payments that may be payable thereunder, and 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 of the Borrower and the other Credit Parties will provide written notice to the Agent of the occurrence of any of the following events within five (5) ten Business Days after the occurrence of such event: any asset or property owned or used by the Borrower, any other Credit Party, or any other Subsidiaries Collateral is (i) materially damaged or destroyed, or suffers any other loss 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 Collateral 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 otherwisematerially diminish its marketability, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $10,000 5,000,000 (collectively, a "CASUALTY LOSS"“Casualty Loss”). Each of The Borrower and/or the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, Subsidiary shall diligently file and prosecute its their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower will shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower, any other Credit Party, Borrower or any other Subsidiary on account of damage, destruction destruction, loss, condemnation or loss of all or any portion eminent domain proceedings, whereupon the Collateral Agent shall, at the election of the Collateral. The Agent mayAgent, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, Revolving Loans or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary Borrower to be used to repair, repair or replace or rebuild the asset or property or portion thereof Collateral that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent and (ii) the Collateral Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, shall deliver to the Collateral Agent such documents as may be requested by the Collateral Agent to permit such participation and will shall consult with the Collateral Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the The Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Collateral Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, after the occurrence and 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 the Borrower or the other Credit Partiesshall, as applicable, shall upon demand of the Agent 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 the Collateral Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever, other than the right of the Borrower to any insurance proceeds remaining after application thereof by the Collateral Agent as provided in this Section 7.10.

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties will, and will cause each of their respective 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 customary for businesses of this type and satisfactory to the Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Agent as an additional insured (as to liability coverage) and lender's loss payee in case of loss(as to casualty and property coverage, as their its interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest 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 covering the Collateral shall are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the lender's loss payable endorsement in the Agent's favor, and shall provide for not less than thirty (30) 30 days prior written notice to the Agent, of the exercise of any right of cancellation. In the event the Borrower or any of the other Credit Parties fails Borrowers 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 7.10Section 8.8, Agent shall have the Agent mayright, in its own name or in the name of the Borrower Agent or such other applicable Credit Party or other SubsidiaryBorrowers, 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 reasonably necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Each of the Borrower and the other Credit Parties will provide written notice to the Agent of the occurrence of any of the following events within five (5) 5 Business Days after the occurrence of such event: any asset or property Property owned or used by the Borrower, any other Credit Party, or any other Subsidiaries a Borrower 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 $10,000 100,000 (collectively, a "CASUALTY LOSSCasualty Loss"). Each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower Borrowers will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, or any other Subsidiary Borrowers on account of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal of the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, Loans or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary Borrower to be used to repair, replace or rebuild the asset or property Property or portion thereof that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and Borrowers will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent its attorney-in-fact for the Borrower and each other Credit Party, after the occurrence and continuance of an Event of Defaultfact, 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 the each Borrower or the other Credit Partiesshall, as applicable, shall upon demand of the Agent Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower shall insure all in-transit Inventory at its full replacement cost and note all bills of lading and shipping documents accordingly or pay such additional freight charges as may be necessary to insure exemption from the package limitation provisions of the Carriage of Goods By Sea Act 46 U.S.C.A. ss. 1300 et seq.

Insurance; Casualty Loss. Each Schedule XII hereto sets forth a true and ------------------------ complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the other Credit Parties willRestatement Effective Date. The Borrower agrees to maintain, and will to cause each of their respective its Subsidiaries toto maintain, 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 companiescompanies and/or Insurance Sub, 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 as are at all times satisfactory to the Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as their its interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's Lenders' interest 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 covering the Collateral The Borrower shall 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 the Borrower or any of the other Credit Parties fails 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 may, in its own name or in the name of the Borrower or such other applicable Credit Party or other Subsidiary, file claims under such insurance policies, receive and give acquittance for any payments that may be payable thereunder, and 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 of the Borrower and the other Credit Parties will provide written notice to the Agent of the occurrence of any of the following events within five (5) ten Business Days after the occurrence of such event: any asset or property owned or used by the Borrower, any other Credit Party, or any other Subsidiaries Collateral is (i) materially damaged or destroyed, or suffers any other loss 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 Collateral 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 otherwisematerially diminish its marketability, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $10,000 5,000,000 (collectively, a "CASUALTY LOSSCasualty Loss"). Each of The Borrower and/or the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, Subsidiary shall diligently file and prosecute its their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower will shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower, any other Credit Party, Borrower or any other Subsidiary on account of damage, destruction destruction, loss, condemnation or loss of all or any portion eminent domain proceedings, whereupon the Collateral Agent shall, at the election of the Collateral. The Agent mayAgent, at its election and in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(b), as applicable, Revolving Loans or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary Borrower to be used to repair, repair or replace or rebuild the asset or property or portion thereof Collateral that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent and (ii) the Collateral Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, shall deliver to the Collateral Agent such documents as may be requested by the Collateral Agent to permit such participation and will shall consult with the Collateral Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the The Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Collateral Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, after the occurrence and 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 the Borrower or the other Credit Partiesshall, as applicable, shall upon demand of the Agent 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 the Collateral Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever, other than the right of the Borrower to any insurance proceeds remaining after application thereof by the Collateral Agent as provided in this Section 7.10.

Insurance; Casualty Loss. Each of the Borrower and the other Credit Parties will, and will cause each of their respective the 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 satisfactory to the Agent in its commercially reasonable discretionjudgment. All policies covering the Collateral shall are to name the Agent as additional insured and loss payee and Borrowers and the Agent as additional insureds in case of loss, as their interests may appear, and shall are to contain such other provisions as the Agent may reasonably require to fully protect the Agent's interest 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 covering the Collateral shall 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 the any Borrower or any of the other Credit Parties fails its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its sole reasonable discretion) with respect to collecting under any insurance policies required to be maintained under this SECTION Section 7.10, the Agent mayshall have the right, in its own name or in the name of the Agent, any Borrower or such other applicable Credit Party or other any 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 of the Borrower and the other Credit Parties will provide written notice to the Agent 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 the Borrower, any other Credit Party, Borrower or any other 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 (x) $10,000 500,000 prior to the occurrence of an Event of Default and (y) $-0- upon the occurrence of and during the continuation of an Event of Default (collectively, a "CASUALTY LOSSCasualty Loss"). Each of the Borrower and the other Credit Parties will, and will cause each of their respective Subsidiaries to, diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower Borrowers will pay to the Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by the Borrower, any other Credit Party, Borrower or any other Subsidiary of its Subsidiaries on account of damage, destruction or loss of all or any portion of the Collateral. The Agent may, at its election and Collateral in its sole discretion, either (a) apply the proceeds realized from Casualty Losses to the Obligations in the manner set forth in SECTION 2.3(b)(iii) or 2.9(baccordance with Section 2.3(b)(ii), as applicable, or (b) pay such proceeds (or a portion thereof) to the Borrower, such other Credit Party, or other Subsidiary 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent Required Lenders and (ii) the Agent may participate in any such proceedings and each of the Borrower and the other Credit Parties will, and Borrowers will cause each of their respective Subsidiaries to, deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of the Borrower and the other Credit Parties hereby irrevocably authorizes and appoints the Agent its attorney-in-fact for the Borrower and each other Credit Partyfact, after the occurrence and 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 the each Borrower or the other Credit Partiesshall, as applicable, shall upon demand of the Agent Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever.