Common use of Insurance; Casualty Loss Clause in Contracts

Insurance; Casualty Loss. 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 Restatement Effective Date. The Borrower agrees to 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 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 judgment. All policies covering the Collateral are to name 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 the Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. 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 $5,000,000 (collectively, a "Casualty Loss"). The Borrower and/or the respective Subsidiary shall diligently file and prosecute their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary on account of damage, destruction, loss, condemnation or eminent domain proceedings, whereupon the Collateral Agent shall, at the election of the Agent, 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 Revolving 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent and

Insurance; Casualty Loss. Schedule XII IX hereto sets forth a true ------------------------ and complete listing of all insurance maintained by the Borrower Holdings and each of its Subsidiaries as of the Restatement Effective Date. The Borrower Holdings agrees to 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 Holdings may obtain) insurance on the Collateral under such policies of insurance, with such insurance companies and/or Insurance Subcompanies, in such amounts and covering such risks in at least such amounts and against at least such risks as are described on Schedule XIIIX, or as are at all times satisfactory to the Collateral Agent in its commercially reasonable judgment. All policies covering the Collateral are to name 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 the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. 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, and in either case the amount of the damage, destruction, loss or diminution in value is in excess of $5,000,000 1,000,000 (collectively, a "Casualty Loss"). The Borrower and/or the its respective Subsidiary shall diligently file and prosecute their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary on account of damage, destruction, loss, condemnation or eminent domain proceedings, whereupon the Collateral Agent shall, at the election of the Agent, 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 Revolving 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent and.

Insurance; Casualty Loss. 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 Restatement Effective Date. The Borrower agrees to maintain, and to cause each of its the Subsidiaries to maintain, public liability insurance, third party property damage insurance and replacement value (or such higher coverage as the Borrower may obtain) casualty insurance on the Collateral under such policies of insurance, with such insurance companies and/or Insurance Subcompanies, 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 judgment. All liability policies of the Borrower and its Subsidiaries are to name the Agent as an additional insured and all casualty policies covering the Collateral are to name the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as its interests may appear, loss and are to contain such other provisions as the Agent may reasonably require to fully protect the Lenders' Agent's interest in the Collateral and to any payments to be made under such policies. The Borrower shall provide written notice to the Agent Lenders of the occurrence of any of the following events within ten five (5) Business Days after the occurrence of such event: any Collateral asset or property owned or used by the Borrower or any of the Subsidiaries 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 asset or property for the purposes to materially diminish its marketabilitywhich 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 which is in excess of $5,000,000 1,000,000 (collectively, a "Casualty Loss"; provided, however, that for purposes of the definition of Capital Expenditures only, "Casualty Loss" shall mean any of the foregoing regardless of the amount of the damage, destruction, loss or diminution in value). The Borrower and/or the respective Subsidiary shall diligently file and prosecute their its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary of the Subsidiaries on account of damage, destruction, loss, condemnation or eminent domain proceedings. The Agent may, whereupon the Collateral Agent shall, at the election of the Agent, 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 Revolving 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent andat

Insurance; Casualty Loss. Schedule XII hereto sets forth a true ------------------------ and complete listing of all insurance maintained by the Each Borrower and each of its Subsidiaries as of the Restatement Effective Date. The Borrower agrees to maintain, and to cause each of its Subsidiaries to maintain, will 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 and/or Insurance Subcompanies, 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 customary for businesses of this type and satisfactory to the Agent in its commercially reasonable judgment. All policies covering the Collateral are to name the Collateral Agent as an additional insured (as to liability coverage) and the Collateral Agent as lender's loss payee in case of loss(as to casualty and property coverage, as its interests may appear, and are to contain such other provisions as the Agent may reasonably require to fully protect the Lenders' Agent's interest in the Collateral and to any payments to be made under such policies. The True copies of all original insurance policies or certificates of insurance evidencing such insurance covering the Collateral are to be delivered to Agent on or prior to the Closing Date, premium prepaid, with the lender's loss payable endorsement in Agent's favor, and shall provide for not less than 30 days prior written notice to Agent, of the exercise of any right of cancellation. In the event Borrowers fail to respond in a timely and appropriate manner (as determined by Agent in its sole discretion) with respect to collecting under any insurance policies required to be maintained under this Section 8.8, Agent shall have the right, in the name of Agent or Borrowers, 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 Borrower shall will provide written notice to the Agent of the occurrence of any of the following events within ten 5 Business Days after the occurrence of such event: any Collateral Property owned or used by a Borrower 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 Collateral asset or property for the purpose to materially diminish its marketabilitywhich 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 $5,000,000 100,000 (collectively, a "Casualty Loss"). The Each Borrower and/or the respective Subsidiary shall will diligently file and prosecute their its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall Borrowers will pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary Borrowers on account of damage, destruction, loss, condemnation destruction or eminent domain proceedings, whereupon loss of all or any portion of the Collateral Collateral. Agent shallmay, at the its election of the Agent, 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 of the Revolving Loans or (b) pay such proceeds to the Borrower to be used to repair repair, replace or replace rebuild the Collateral 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 Agent and (ii) Agent may participate in any such proceedings and Borrowers will deliver to Agent such documents as may be requested by Agent to permit such participation and will consult with Agent, its attorneys and agents in the Collateral making and prosecution of such claim or claims. Each Borrower hereby irrevocably authorizes and appoints Agent andits attorney-in-fact, 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 Borrower shall, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Agent 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. 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 Restatement Effective Date. The Borrower agrees to maintain, and to cause each of its the Subsidiaries to maintain, public liability insurance, third party property damage insurance and replacement value (or such higher coverage as the Borrower may obtain) casualty insurance on the Collateral under such policies of insurance, with such insurance companies and/or Insurance Subcompanies, 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 judgment. All liability policies of the Borrower and its Subsidiaries are to name the Agent as an additional insured and all casualty policies covering the Collateral are to name the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as its interests may appear, loss and are to contain such other provisions as the Agent may reasonably require to fully protect the Lenders' Agent's interest in the Collateral and to any payments to be made under such policies. The Borrower shall provide written notice to the Agent Lenders of the occurrence of any of the following events within ten five (5) Business Days after the occurrence of such event: any Collateral asset or property owned or used by the Borrower or any of the Subsidiaries 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 asset or property for the purposes to materially diminish its marketabilitywhich 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 which is in excess of $5,000,000 1,000,000 (collectively, a "Casualty Loss"). The Borrower and/or the respective Subsidiary shall diligently file and prosecute their claim or claims ; provided, however, that for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary on account of damage, destruction, loss, condemnation or eminent domain proceedings, whereupon the Collateral Agent shall, at the election purposes of the Agentdefinition of Capital -------- ------- Expenditures only, 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 Revolving 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent and"

Insurance; Casualty Loss. Schedule XII hereto sets forth a true ------------------------ and complete listing of all insurance maintained by the Each Borrower and each of its Subsidiaries as of the Restatement Effective Date. The Borrower agrees to maintainwill, and to will cause each of its Subsidiaries to maintainto, 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 and/or Insurance Subcompanies, 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 judgmentand 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 Borrowers and their Subsidiaries. All policies covering the Collateral are to name the Collateral Agent as an additional insured Borrowers and the Collateral Agent Agent, on behalf of the Lenders, as additional insureds and loss payee payees in case of loss, as its their interests may appear, and are to contain such other provisions as the Agent may reasonably require to fully protect the Lenders' Agent's interest in the Collateral and to any payments to be made under such policies. The True copies of all original insurance policies 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 Borrower 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, any Borrower or 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 Borrower will provide written notice to the Agent Lenders of the occurrence of any of the following events within ten five (5) Business Days after a Responsible Officer of such Borrower learns of the occurrence of such event: any Collateral asset or property owned or used by any Borrower or any of its Subsidiaries is (ia) materially damaged or destroyed, or suffers any other loss, 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 Collateral asset or property for the purpose to materially diminish its marketabilitywhich 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, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral is in excess of $5,000,000 1,000,000 (collectively, each such event or occurrence in excess of $1,000,000 being herein referred to as a "Casualty Loss"). The Each Borrower and/or the respective Subsidiary shall will diligently file and prosecute their its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall Borrowers will pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the any Borrower or any Subsidiary of its Subsidiaries on account of damage, destruction, loss, condemnation destruction or eminent domain proceedings, whereupon loss of all or any portion of the Collateral Collateral. The Agent shallmay, at the its election of the Agent, 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 under of, the Term Loans or the Revolving Loans Loans, as determined by the Agent, or (bii) pay such proceeds to the Borrower Borrowers to be used to repair repair, replace or replace rebuild the Collateral 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 Collateral Required Lenders and (B) the Agent andmay participate in any such proceedings and the Borrowers will 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 Borrower hereby irrevocably authorizes and appoints the Agent its attorney-in-fact, 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 each Borrower 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. 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 Restatement Effective Date. The Borrower agrees to maintain, and to cause each of its the Subsidiaries to maintain, public liability insurance, third party property damage insurance and replacement value (or such higher coverage as the Borrower may obtain) casualty insurance on the Collateral under such policies of insurance, with such insurance companies and/or Insurance Subcompanies, 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 judgment. All liability policies of the Borrower and its Subsidiaries are to name the Agent as an additional insured and all casualty policies covering the Collateral are to name the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as its interests may appear, loss and are to contain such other provisions as the Agent may reasonably require to fully protect the Lenders' Agent's interest in the Collateral and to any payments to be made under such policies. The Borrower shall provide written notice to the Agent Lenders of the occurrence of any of the following events within ten five (5) Business Days after the occurrence of such event: any Collateral asset or property owned or used by the Borrower or any of the Subsidiaries 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 asset or property for the purposes to materially diminish its marketabilitywhich 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 which is in excess of $5,000,000 1,000,000 (collectively, a "Casualty Loss"; provided, however, that for purposes of the definition of Capital Expenditures only, "Casualty Loss" shall mean any of the foregoing regardless of the amount of the damage, destruction, loss or diminution in value). The Borrower and/or the respective Subsidiary shall diligently file and prosecute their its claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary of the Subsidiaries on account of damage, destruction, loss, condemnation or eminent domain proceedings, whereupon the Collateral . The Agent shallmay, at the its election of the Agent, 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 Revolving Loans or (b) pay such proceeds to the Borrower to be used to repair repair, replace or replace rebuild the Collateral 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 Collateral Lenders and (ii) the Agent andmay participate in any such proceedings and the Borrower shall deliver to the Agent such documents as may be requested by the Agent to permit such participation and shall consult with the Agent, its attorneys and agents in the making and prosecution of such claim or claims. The Borrower hereby irrevocably authorizes and appoints the Agent its attorney-in-fact, 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 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. 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 Restatement Effective Date. The Borrower agrees to 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 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 judgment. All policies covering the Collateral are to name 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 the Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. 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 $5,000,000 (collectively, a "“Casualty Loss"”). The Borrower and/or the respective Subsidiary shall diligently file and prosecute their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary on account of damage, destruction, loss, condemnation or eminent domain proceedings, whereupon the Collateral Agent shall, at the election of the Agent, 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 Revolving 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent andand (ii) the Collateral Agent may participate in any such proceedings and the Borrower shall deliver to the Collateral Agent such documents as may be requested by the Collateral Agent to permit such participation and shall consult with the Collateral Agent, its attorneys and agents in the making and prosecution of such claim or claims. The Borrower hereby irrevocably authorizes and appoints the Collateral Agent its attorney-in-fact, 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 shall, upon demand of the 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. Schedule XII X hereto sets forth a true ------------------------ and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Restatement Effective Closing Date. The Borrower agrees to 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 and/or Insurance Subcompanies, in such amounts and covering such risks in at least such amounts and against at least such risks as are described on Schedule XIIX, or as are at all times satisfactory to the Agent in its commercially reasonable judgment. All policies covering the Collateral are to name 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 the Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. 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 $5,000,000 2,000,000 (collectively, a "Casualty Loss"). The Borrower and/or the respective Subsidiary shall diligently file and prosecute their claim or claims for any award or payment in connection with a Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by the Borrower or any Subsidiary on account of damage, destruction, loss, condemnation or eminent domain proceedings, whereupon the Collateral Agent shall, at the election of the AgentRequired Lenders, in its their sole discretion, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Revolving 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent andand (ii) the Collateral Agent may participate in any such proceedings and the Borrower shall deliver to the Collateral Agent such documents as may be requested by the Collateral Agent to permit such participation and shall consult with the Collateral Agent, its attorneys and agents in the making and prosecution of such claim or claims. The Borrower hereby irrevocably authorizes and appoints the Collateral Agent its attorney-in-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 the Borrower shall, upon demand of the 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. Schedule XII hereto sets forth a true ------------------------ Holdings and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Restatement Effective Date. The Borrower agrees agree to maintain, and to cause each of its 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 and/or Insurance Subcompanies, in such amounts and covering such risks in at least such amounts and against at least such risks as are described on Schedule XIIXII or, with respect to any lesser coverages (whether as to the amount or scope of coverage), as are at all times satisfactory to the Administrative Agent in its commercially reasonable judgment. All policies covering the Collateral are to name 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 the Administrative Agent may reasonably require to fully protect the Administrative Agent’s, the Collateral Agent’s and the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. 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 marketabilitymarketability (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 (collectively, a "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)). The Holdings, the Borrower and/or the respective Subsidiary shall diligently file and prosecute their claim or claims for any award or payment in connection with a 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 Collateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by Holdings, the Borrower or any Subsidiary of their respective Subsidiaries on account of damage, destruction, loss, condemnation or eminent domain proceedings, whereupon which proceeds shall be applied as provided in the Collateral Agent shall, at the election last parenthetical of the Agent, preceding sentence or as otherwise determined by the Required Lenders in its their sole discretion, either (a) apply the proceeds realized from Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Revolving 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, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Collateral Agent andand (ii) the Collateral Agent may participate in any such proceedings and the Borrower shall deliver to the Collateral Agent such documents as may be requested by the Collateral Agent to permit such participation and shall consult with the 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 the Collateral Agent its attorney-in-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 of Holdings and the Borrower shall, upon demand of the 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 Holdings or the Borrower to any insurance proceeds remaining after application thereof by the Collateral Agent as provided in this Section 7.10.