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 the Borrowers, to (A) obtain insurance covering any of the Collateral if the Borrowers fail to do so, (B) 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 (C) pay for the maintenance and preservation of any of the Collateral. The Borrowers will reimburse the Bank, on demand, with interest thereon at the Default Rate for any payment the Bank makes, or any expense the Bank incurs under this authorization. The Borrowers assign to the Bank all right to receive the proceeds of insurance covering the Collateral, direct any insurer to pay all such proceeds directly to the Bank, authorize the Bank to endorse in the name of the Borrowers any draft for such proceeds, and authorize the Bank to apply such proceeds, at the Bank's discretion, as a prepayment against the Loans in the same manner and order as a prepayment under SECTION 2.20 hereof, PROVIDED HOWEVER THAT, so long as no Default or Event of Default has occurred and 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 Collateral that the Bank is loss payee and will obtain a certificate from such insurers showing the Bank's security interest therein in such manner that all payments for damage or loss will be paid to the Bank as lender loss payee. The Borrowers will furnish the Bank with satisfactory evidence of compliance with this Section and upon request of the Bank, will deliver a certified copy of each policy to be held by the Bank, and the original of each loss payee endorsement.

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 the Borrowersany Borrower, to (A) obtain insurance covering any of the Collateral if the Borrowers fail to do so, (B) 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 (C) pay for the maintenance and preservation of any of the Collateral. The 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. The Borrowers assign Each Borrower assigns to Agent for the benefit of itself, Issuing Bank and Lenders all right to receive the proceeds of insurance covering the Collateral, direct directs any insurer to pay all such proceeds directly to the BankAgent, authorize the Bank authorizes Agent to endorse in the name of the any or all Borrowers any draft for such proceeds, and authorize the Bank authorizes Agent to apply such proceeds, at the BankAgent's discretion, as a prepayment against the Loans in the same manner and order as a prepayment under SECTION 2.20 Section 2.12 hereof, PROVIDED HOWEVER THATprovided however that in the event 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 long as no elect in writing within thirty (30) days after such casualty, on the following terms and conditions: (i) there does not then exist any Default or Event of Default has occurred and is continuing hereunder, Default; (ii) the Borrowers shall be permitted to retain insurance proceeds not to exceed $500,000.00 which shall be used received by the Borrowers Agent are sufficient to repair or replace the Collateral covered by 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 Lenders has a first priority, perfected security interest on any new replacement or old repaired property, except with respect to prepay the Loans. After the occurrence of Premises which Agent shall have a Trigger Eventsecond priority, the perfected security interest on; and (iv) insurance proceeds and funds deposited by Borrowers shall notify all insurers covering or any of the Collateral that the Bank is loss payee and will obtain a certificate from them shall be advanced by Agent against costs incurred by Borrowers or any of them for such insurers showing the Bank's security interest therein in such manner that all payments for damage repair or loss will be paid to the Bank as lender loss payee. The Borrowers will furnish the Bank with satisfactory evidence of compliance with this Section and upon request of the Bank, will deliver a certified copy of each policy to be held replacement on terms reasonably determined by the Bank, and the original of each loss payee endorsementAgent.

Insurance; Discharge of Taxes, etc. The Bank shall have the right at any time and from time to time, with or without notice to the Borrowersany Guarantor, to (Ai) obtain insurance covering any of the Collateral if the Borrowers fail appropriate Guarantor fails to do so, (Bii) 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 (Ciii) pay for the maintenance and preservation of any of the Collateral. The Borrowers 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. The Borrowers assign Each Guarantor assigns to the Bank all right rights to receive the proceeds of insurance covering the Collateral, direct any insurer to pay all such proceeds directly to the Bank, authorize the Bank to endorse in the name . If there exists a Guarantee Event of Default and an acceleration of the Borrowers any draft for such proceedsTerm Note, and the Guarantors authorize the Bank to apply such proceedsproceeds 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 BankGuarantor's discretionwritten 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 against the Loans in the same manner and order as a prepayment under SECTION 2.20 hereof, PROVIDED HOWEVER THAT, so long as no Default or Event of Default has occurred and 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 Collateral that the Bank is loss payee and will obtain a certificate from such insurers showing the Bank's security interest therein in such manner that all payments for damage or loss will be paid to the Bank as lender loss payee. The Borrowers will furnish the Bank with satisfactory evidence of compliance with this Section and upon request of the Bank, will deliver a certified copy of each policy to be held by the Bank, and the original of each loss payee endorsementTerm 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 the BorrowersBorrower, to (A) obtain insurance covering any of the Collateral if the Borrowers fail Borrower fails to do so, (B) 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 (C) pay for the maintenance and preservation of any of the Collateral. The Borrowers 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. The Borrowers assign Borrower assigns to the Bank Agent all right to receive the proceeds of insurance covering the Collateral, direct directs any insurer to pay all such proceeds directly to the BankAgent, authorize authorizes the Bank Agent to endorse in the name of the Borrowers Borrower any draft for such proceeds, and authorize authorizes the Bank Agent to apply such proceeds, at the Bank's discretion, proceeds as a prepayment against the Loans if there then exists an Event of Default or to the extent so provided in Section 2.6 hereof (but subject to the same manner and order as terms of such Section 2.6 relating to the Borrower's option to reinvest such proceeds). In the event that there does not exist a prepayment under SECTION 2.20 hereof, PROVIDED HOWEVER THAT, so long as no Default or Event of Default has occurred and is continuing hereundersuch proceeds are not to be 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 such insurance as permitted thereby, upon receipt of Borrower's written request, the Borrowers Agent shall make such proceeds available to 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 (i) the Borrower proceeds diligently to cause such replacement, repair and/or reinvestment, (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 (iii) any excess proceeds remaining after such repair, replacement or other reinvestment shall be permitted applied by the Agent as a prepayment against the Loans to retain insurance the extent required under Section 2.6. If such proceeds not are to exceed $500,000.00 which shall be used by the Borrowers to repair or replace the damaged Collateral covered 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 insurance 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 prepay be used to repair or replace the Loans. After the occurrence of a Trigger Eventdamaged Collateral and such aggregate proceeds are $3,000,000.00 or less (when added to any such proceeds received by any Subsidiary), the Borrowers Agent shall notify all insurers covering any of the Collateral that the Bank is loss payee and will obtain a certificate from remit such insurers showing the Bank's security interest therein in such manner that all payments for damage or loss will be paid proceeds to the Bank as lender loss payeeBorrower promptly for such use. The Borrowers will furnish Borrower shall keep the Bank with satisfactory evidence Agent informed, as the Agent may reasonably request, as to the progress of compliance with this Section such repair, replacement or reinvestment. In the event that there does not then exist any Default or Event of Default and upon request of the Bank, will deliver a certified copy of each policy such proceeds are not to be held by applied as a prepayment pursuant to Section 2.6 hereof because the BankNet 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, and the original of each loss payee endorsementBorrower shall be entitled to retain such proceeds for its corporate purposes.