Common use of Insurance; Discharge of Taxes, etc Clause in Contracts

Insurance; Discharge of Taxes, etc. The Bank shall have the right at any time and from time to time, with or without notice to any Guarantor, to (i) obtain insurance covering any of the Collateral if the appropriate Guarantor fails to do so, (ii) discharge taxes, liens, security interests or other encumbrances at any time levied or placed on any of the Collateral and (iii) pay for the maintenance and preservation of any of the Collateral. The Guarantors will reimburse the Bank, on demand, with interest thereon at the Default Rate for any payment the Bank makes, or any reasonable expense the Bank incurs under this authorization. Each Guarantor assigns to the Bank all rights to receive the proceeds of insurance covering the Collateral. If there exists a Guarantee Event of Default and an acceleration of the Term Note, the Guarantors authorize the Bank to apply such proceeds as a prepayment of the Term Note, subject to the Agent's pari passu rights under the Revolving Credit Loan Agreement, and as set forth in the Intercreditor Agreement. In the event that there does not exist a Guarantee Event of Default and an acceleration of the Term Note, such proceeds shall be subject to Section 2.6 of the Revolving Credit Loan Agreement. If the Revolving Credit Loan Agreement has been terminated and all of EDO's obligations thereunder have been discharged in full and there does not exist a Guarantee Event of Default and an acceleration of the Term Note, at the Guarantor's written request , the Bank shall make such proceeds available to such Guarantor for the repair or replacement of damaged Collateral if and on condition that (A) such Guarantor proceeds diligently to cause such replacement and/or repair, and (B) any excess proceeds remaining after such repair and/or replacement shall be applied by the Bank as a prepayment of the Term Note.

Insurance; Discharge of Taxes, etc. The Bank Agent shall have the right at any time and from time to time, with or without notice to any Guarantorthe Borrower, to (iA) obtain insurance covering any of the Collateral if the appropriate Guarantor Borrower fails to do so, (iiB) discharge taxes, liens, security interests or other encumbrances at any time levied or placed on any of the Collateral and (iiiC) pay for the maintenance and preservation of any of the Collateral. The Guarantors Borrower will reimburse the BankAgent, on demand, with interest thereon at the Default Rate for any payment the Bank Agent makes, or any reasonable expense the Bank Agent incurs under this authorization. Each Guarantor The Borrower assigns to the Bank Agent all rights right to receive the proceeds of insurance covering the Collateral. If there exists a Guarantee Event of Default and an acceleration , directs any insurer to pay all such proceeds directly to the Agent, authorizes the Agent to endorse in the name of the Term NoteBorrower any draft for such proceeds, and authorizes the Guarantors authorize the Bank Agent to apply such proceeds as a prepayment against the Loans if there then exists an Event of Default or to the Term Note, extent so provided in Section 2.6 hereof (but subject to the Agentterms of such Section 2.6 relating to the Borrower's pari passu rights under the Revolving Credit Loan Agreement, and as set forth in the Intercreditor Agreementoption to reinvest such proceeds). In the event that there does not exist a Guarantee Default or Event of Default and an acceleration of the Term Note, such proceeds shall are not to be subject applied as a prepayment pursuant to Section 2.6 hereof because the Borrower intends to repair or replace damaged Collateral or otherwise reinvest the proceeds of the Revolving Credit Loan Agreement. If the Revolving Credit Loan Agreement has been terminated and all such insurance as permitted thereby, upon receipt of EDO's obligations thereunder have been discharged in full and there does not exist a Guarantee Event of Default and an acceleration of the Term Note, at the GuarantorBorrower's written request request, the Bank Agent shall make such proceeds available to such Guarantor the Borrower and to its appropriate Subsidiary (if any) for the repair or replacement of damaged Collateral (or other reinvestment) if and on condition that (Ai) such Guarantor the Borrower proceeds diligently to cause such replacement replacement, repair and/or repairreinvestment, (ii) there does not occur or exist any Default or Event of Default at the time such proceeds are received by the Agent or at any time during such repair and/or replacement, and (Biii) any excess proceeds remaining after such repair and/or repair, replacement or other reinvestment shall be applied by the Bank Agent as a prepayment against the Loans to the extent required under Section 2.6. If such proceeds are to be used to repair or replace the damaged Collateral as set forth in the previous sentence and such aggregate proceeds exceed $3,000,000.00 (when added to any such proceeds received by any Subsidiary), then the Agent shall retain such proceeds in a restricted access account and shall advance such proceeds against actual costs incurred as evidenced by paid invoices or other evidence as the Agent may require. If such proceeds are to be used to repair or replace the damaged Collateral and such aggregate proceeds are $3,000,000.00 or less (when added to any such proceeds received by any Subsidiary), the Agent shall remit such proceeds to the Borrower promptly for such use. The Borrower shall keep the Agent informed, as the Agent may reasonably request, as to the progress of such repair, replacement or reinvestment. In the Term Noteevent that there does not then exist any Default or Event of Default and such proceeds are not to be applied as a prepayment pursuant to Section 2.6 hereof because the Net Cash Proceeds when added to Net Cash Proceeds from dispositions of assets for the immediately preceding twelve months do not equal or exceed $1,000,000.00, the Borrower shall be entitled to retain such proceeds for its corporate purposes.

Insurance; Discharge of Taxes, etc. The Bank Agent shall have the right at any time and from time to time, with or without notice to any GuarantorBorrower, to (iA) obtain insurance covering any of the Collateral if the appropriate Guarantor fails Borrowers fail to do so, (iiB) discharge taxes, liens, security interests or other encumbrances at any time levied or placed on any of the Collateral and (iiiC) pay for the maintenance and preservation of any of the Collateral. The Guarantors Borrowers will reimburse the BankAgent, on demand, with interest thereon at the Default Rate for any payment the Bank Agent makes, or for any reasonable expense the Bank Agent incurs under this authorization. Each Guarantor Borrower assigns to Agent for the benefit of itself, Issuing Bank and Lenders all rights right to receive the proceeds of insurance covering the Collateral. If there exists a Guarantee Event , directs any insurer to pay all such proceeds directly to Agent, authorizes Agent to endorse in the name of Default any or all Borrowers any draft for such proceeds, and an acceleration of the Term Note, the Guarantors authorize the Bank authorizes Agent to apply such proceeds proceeds, at Agent's discretion, as a prepayment of against the Term Note, subject to the Agent's pari passu rights under the Revolving Credit Loan Agreement, and as set forth Loans in the Intercreditor Agreement. In same manner and order as a prepayment under Section 2.12 hereof, provided however that in the event that of a casualty resulting in damages to property of Borrowers or any of them, Agent shall agree to allow Borrowers to use the resulting insurance proceeds to repair or replace such property if Borrowers so elect in writing within thirty (30) days after such casualty, on the following terms and conditions: (i) there does not then exist a Guarantee any Default or Event of Default Default; (ii) the insurance proceeds received by Agent are sufficient to repair or replace such property, or if not, Borrowers deposit with Agent an amount which, when added to such insurance proceeds, will be sufficient to repair or replace such property; (iii) Agent for the benefit of itself, Issuing Bank and an acceleration Lenders has a first priority, perfected security interest on any new replacement or old repaired property, except with respect to the Premises which Agent shall have a second priority, perfected security interest on; and (iv) insurance proceeds and funds deposited by Borrowers or any of the Term Note, such proceeds them shall be subject to Section 2.6 advanced by Agent against costs incurred by Borrowers or any of the Revolving Credit Loan Agreement. If the Revolving Credit Loan Agreement has been terminated and all of EDO's obligations thereunder have been discharged in full and there does not exist a Guarantee Event of Default and an acceleration of the Term Note, at the Guarantor's written request , the Bank shall make them for such proceeds available to such Guarantor for the repair or replacement of damaged Collateral if and on condition that (A) such Guarantor proceeds diligently to cause such replacement and/or repair, and (B) any excess proceeds remaining after such repair and/or replacement shall be applied terms reasonably determined by the Bank as a prepayment of the Term NoteAgent.

Insurance; Discharge of Taxes, etc. The Bank shall have the right at any time and from time to time, with or without notice to any Guarantorthe Borrowers, to (iA) obtain insurance covering any of the Collateral if the appropriate Guarantor fails Borrowers fail to do so, (iiB) discharge taxes, liens, security interests or other encumbrances at any time levied or placed on any of the Collateral which the Borrowers have failed to discharge as required by any Loan Document and (iiiC) pay for the maintenance and preservation of any of the Collateral. The Guarantors Borrowers will reimburse the Bank, on demand, with interest thereon at the Default Rate for any payment the Bank makes, or any reasonable expense the Bank incurs under this authorization. Each Guarantor assigns The Borrowers assign to the Bank all rights right to receive the proceeds of insurance covering the Collateral. If there exists a Guarantee Event of Default and an acceleration , direct any insurer to pay all such proceeds directly to the Bank, authorize the Bank to endorse in the name of the Term NoteBorrowers any draft for such proceeds, the Guarantors and authorize the Bank to apply such proceeds proceeds, at the Bank's discretion, as a prepayment of against the Term Note, subject to the Agent's pari passu rights under the Revolving Credit Loan Agreement, and as set forth Loans in the Intercreditor Agreement. In the event that there does not exist same manner and order as a Guarantee prepayment under SECTION 2.20 hereof, PROVIDED HOWEVER THAT, so long as no Default or Event of Default has occurred and an acceleration is continuing hereunder, the Borrowers shall be permitted to retain insurance proceeds not to exceed $500,000.00 which shall be used by the Borrowers to repair or replace the Collateral covered by such insurance or to prepay the Loans. After the occurrence of a Trigger Event, the Borrowers shall notify all insurers covering any of the Term Note, such proceeds shall be subject to Section 2.6 of the Revolving Credit Loan Agreement. If the Revolving Credit Loan Agreement has been terminated and all of EDO's obligations thereunder have been discharged in full and there does not exist a Guarantee Event of Default and an acceleration of the Term Note, at the Guarantor's written request , Collateral that the Bank shall make is loss payee and will obtain a certificate from such proceeds available insurers showing the Bank's security interest therein in such manner that all payments for damage or loss will be paid to such Guarantor for the repair or replacement of damaged Collateral if and on condition that (A) such Guarantor proceeds diligently to cause such replacement and/or repair, and (B) any excess proceeds remaining after such repair and/or replacement shall be applied by the Bank as a prepayment lender loss payee. The Borrowers will furnish the Bank with satisfactory evidence of compliance with this Section and upon request of the Term NoteBank, will deliver a certified copy of each policy to be held by the Bank, and the original of each loss payee endorsement.