Common use of Insurance of Collateral; Condemnation Proceeds Clause in Contracts

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Subject to the Intercreditor Agreement, each Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its reasonable discretion) reasonably satisfactory to Agent. All Subject to the terms of the Intercreditor Agreement, all proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwiseSubject to Section 10.1.13 and except as provided in the Intercreditor Agreement, each policy shall include reasonably endorsements satisfactory endorsements to Agent (i) showing Agent as lender's loss payeepayee (as its interests may appear in accordance with the Intercreditor Agreement); (ii) requiring 30 days days' prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at in its option, but shall not be required todiscretion, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as provided the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to may settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) as are reasonably satisfactory to Agentthe Agents. All proceeds of Collateral under each policy shall be payable to the Administrative Agent. From time to time upon request, Borrowers the Loan Parties shall deliver to the Administrative Agent the originals or certified copies of its their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless Agent the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days days’ prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Loan Party fails to provide and pay for any such insurance, Agent the Agents may, at its their option, but shall not be required to, procure the insurance and charge Borrowers the Loan Parties therefor. Each Borrower Loan Party agrees to deliver to Agentthe Agents, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Administrative Agent). If an Event of Default exists, only Agent the Agents shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A+ or better by Best Rating of at least A- VII, unless otherwise approved by AgentGuide) as are reasonably satisfactory to the Agent. All proceeds under each policy shall be payable to the Agent. From time to time upon request, the Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchesto the Agent. Unless the Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Agent as loss payee; payee or additional insured, as appropriate, (ii) requiring 30 days prior written notice to the Agent in the event of cancellation of the policy for any reason whatsoever; , and (iii) specifying that the interest of the Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any such insurance, the Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers therefor. Each Borrower agrees to deliver to the Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Borrowers may settle, adjust adjust, or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only the Agent shall be authorized to settle, adjust adjust, and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the tangible items of Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VIIA7, unless otherwise approved by Agent) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon requestrequest (but no less frequently than annually), Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee, mortgagee under a standard mortgage clause or additional insured, as appropriate; (ii) requiring 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever(or in the case of non-payment, at least ten (10) days’ prior written notice); and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claim reports made to insurance companiescompanies where the claim made is in excess of $250,000. While Subject to Section 5.4.2, while no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds in excess of $250,000 are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentAgent with respect to the Collateral. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee; (ii) requiring 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and in accordance with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to AgentSection 8.6.2(b). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsany claims involving any Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the tangible items of Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon requestrequest (but no less frequently than annually), Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee, mortgagee under a standard mortgage clause or additional insured, as appropriate; (ii) requiring 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever(or in the case of non-payment, at least ten (10) days’ prior written notice); and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claim reports made to insurance companiescompanies where the claim made is in excess of $500,000. While Subject to Section 5.4.2, while no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds in excess of $500,000 are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Borrower Agent shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender first loss payeepayee (with respect to property policies only); (ii) requiring at least 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and in accordance with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to AgentSection 8.6.2(b). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsany claims involving any Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in such amounts, with endorsements insurers and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved against such risks as are customarily maintained by Agent) reasonably satisfactory to Agentsimilarly situated businesses operating in the same or similar locations. All proceeds under each policy (other than insurance with respect to business interruption, workers’ compensation and similar insurance and directors and officers liability policies) shall be payable to Agent. From time to time upon requestname Agent as an additional insured or loss payee, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchesas applicable. Unless Agent shall agree otherwise, each such policy shall include reasonably satisfactory endorsements to the extent available (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoeverwhat so ever except 10 days notice shall be given for cancellation due to non-payment of premium; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. From time to time upon Agent’s reasonable request, Borrowers shall deliver to Agent the certified copies of its insurance policies and updated flood plain searches. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claims reports made to insurance companiescompanies with respect to Collateral included in the Borrowing Base, in each case in excess of $10,000,000. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds of any insurance with respect to Collateral included in the Borrowing Base are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Credit Party shall maintain insurance or self-insurance with respect to the Collateralits Property, covering casualty, hazard, theft, malicious mischief, flood flood, and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy covering Inventory shall be payable to Agent. From time to time upon request, Borrowers Credit Parties shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy covering Inventory shall include reasonably satisfactory endorsements (ia) showing Agent as lenders’ loss payee; (iib) requiring 30 days or such shorter period as Agent may allow prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iiic) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Credit Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Credit Party fails to provide and pay for any insuranceinsurance required hereunder, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Credit Parties therefor. Each Borrower Credit Party agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companiescompanies relating to Inventory. While no Event of Default exists, Borrowers Credit Parties may settle, adjust or compromise any insurance or condemnation claim, as long as and retain the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to thereof unless a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Dominion Trigger Period is then in effect. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims relating to Inventory and proceeds thereof shall be applied to the Obligations if a Dominion Trigger Period is then in effect.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A VII or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) reasonably as are satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise by satisfactory to all Lenders. All proceeds under each policy shall be payable to Agentthe Dominion Account, subject to clause (c) below. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 10 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as renderedfollowing the delivery thereof, copies of all material reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, Collateral in amounts, accordance with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentSection 10.1.8. From time to time upon request, Borrowers Borrower shall deliver provide Administrative Agent with reasonably detailed information as to Agent the originals insurance so carried; provided, that if Real Estate secures any Obligations at any time, flood hazard diligence, documentation and insurance shall comply with all Flood Laws or certified copies of its insurance policies and updated flood plain searchesotherwise shall be reasonably satisfactory to Administrative Agent. Unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Administrative Agent as lender loss payeepayee in respect of the property insurance policies relating to the Collateral and additional insured in respect of the liability insurance policies, as applicable; (ii) requiring 30 days prior written notice to Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy; provided that, so long as no Event of Default has occurred and is then continuing, Administrative Agent will provide any proceeds of such property insurance to Borrower for application in accordance with Section 5.8.2. If any Borrower fails to provide and pay for any insurance, Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are are, subject to the terms of the Intercreditor Agreement, delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Administrative Agent). If an Event of Default exists, subject to the terms of the Intercreditor Agreement, only Administrative Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentLender in its discretion) reasonably satisfactory to AgentLender. All flood hazard diligence, documentation and insurance for any Real Estate constituting Collateral shall comply with all Flood Laws and be satisfactory to Lender. All proceeds under each policy shall be payable to AgentLender. From time to time upon request, Borrowers shall deliver to Agent Lender the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each Each policy shall include reasonably endorsements satisfactory endorsements to Lender (i) showing Agent Lender as lender’s loss payee; (ii) requiring 30 days prior written notice to Agent in the event Lender of cancellation of the policy for any reason whatsoeverwhatsoever (other than for non-payment of premium in which 10-day notice is required); and (iii) specifying that the interest of Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent Lender may, at in its option, but shall not be required todiscretion, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to AgentLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as provided the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Lender. If an Event of Default exists, only Agent shall be authorized to Xxxxxx may settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, amounts and with endorsements customary and usual for prudent businesses in its industry and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All Subject to Section 8.6.2(b) below, all proceeds under each policy shall be payable to AgentAgent as its interests may appear. From time to time upon reasonable request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and and, if applicable, updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days (10 days in the case of nonpayment of premiums) prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only upon Agent’s delivery of written notice to Borrowers, Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A+ or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) reasonably as are satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payee, first mortgagee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering Collateral with financially sound and reputable insurance companies in such amounts and against such risks (including casualty, hazard, theft, malicious mischief, flood and other risks, ) as are customarily maintained by companies engaged in amounts, with endorsements the same or similar businesses operating in the same or similar locations and with insurers reasonably satisfactory to Agent (it being agreed that insurers with a Best’s Financial Strength Rating Best rating of at least A- VIIshall be deemed satisfactory to Agent), unless which insurance policies and proceeds thereof, whether now owned or hereafter existing, are hereby collaterally assigned to Agent as security for the Obligations; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise approved by Agent) be reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agentall Lenders. From time to time upon Agent’s reasonable request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each Each policy shall include endorsements reasonably satisfactory endorsements to Agent (i) showing Agent as additional insured and lender’s loss payee; and (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and whatsoever (iii) specifying that 10 days in the interest case of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policynon-payment). If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at in its option, but shall not be required todiscretion, procure the insurance and charge Borrowers Obligors therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to may settle, adjust and compromise such claimsclaims with respect to Collateral (subject to the Intercreditor Agreement with respect to any Term Priority Collateral).

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain general liability insurance with and may maintain insurance respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, which in each case, shall be in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A-VII, unless otherwise approved by Collateral Agent) reasonably satisfactory acceptable to Collateral Agent. All proceeds under each policy shall be payable to Collateral Agent. From time to time upon request, Borrowers each Borrower shall deliver to Collateral Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Collateral Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Collateral Agent as loss payee; (ii) requiring 30 days prior written notice to Collateral Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Collateral Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers such Borrower therefor. Each Borrower agrees to deliver to Collateral Agent, promptly as rendered, copies of all reports made to insurance companiescompanies with respect to individual claims exceeding $50,000. While no Event of Default exists, Borrowers each Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Collateral Agent). If an Event of Default exists, only Collateral Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to AgentAgent (and Agent agrees that insurance in effect on the Closing Date is satisfactory). All proceeds under each Each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent of property insurance covering the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwiseCollateral, each policy of business interruption insurance, and each policy of liability insurance (other than D&O, fiduciary, special crime, and workers’ compensation insurance) shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the such insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companiescompanies for claims in excess of $2,500,000. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)extent required hereunder. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims with respect to property insurance covering the Collateral, business interruption insurance, and liability insurance for any claims involving Agent or any Lender (other than D&O, fiduciary, special crime, and workers’ compensation insurance).

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the CollateralCollateral (subject to exceptions to be agreed upon by the Administrative Agent in its Permitted Discretion), covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A-VII, unless otherwise approved in writing by the Administrative Agent) consistent with industry practice for similarly situated companies or otherwise reasonably satisfactory to the Administrative Agent; provided, however, that any required flood insurance shall only be required to be in compliance with any applicable Flood Insurance Laws. All proceeds under each property policy shall be payable to Agentthe Administrative Agent as lender loss payee. From time to time upon requestreasonable request of the Administrative Agent, Borrowers Xxxxxxxx shall deliver to the Administrative Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless the Administrative Agent shall agree otherwise, each property policy and general liability policy shall include reasonably satisfactory customary endorsements (i) showing the Administrative Agent as lender loss payeepayee (in the case of the property policies) and additional insured, as applicable; (ii) requiring 30 (A) ten (10) days prior written notice to the Administrative Agent in the event of cancellation of the policy for reason of non-payment of premium, and (B) thirty (30) days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoeverother reason; and (iii) with respect to property policies, specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Propertyproperty, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, the Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Administrative Agent). If an Event of Default exists, only the Administrative Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Borrowers shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, theftpublic liability, malicious mischief, flood and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) such insurance companies as are reasonably satisfactory to AgentLender. All proceeds payable under each such policy shall be payable to AgentLender for application to the Obligations. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance such policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include to Lender with loss payable endorsements reasonably satisfactory endorsements (i) showing Agent to Lender, naming Lender as sole loss payee; (ii) , assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policyreason. If any Borrower fails Borrowers fail to provide and pay for any such insurance, Agent Lender may, at its option, but shall not be required to, procure the insurance same and charge Borrowers therefor. Each Borrower agrees Borrowers agree to deliver to AgentLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default existsexists and is continuing, Borrowers may shall have the right to settle, adjust or and compromise any insurance claim, as long as the proceeds are delivered to Agent (and claim with respect to Real Estate any insurance maintained by Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and Equipment related Lender agrees promptly to a Capex Loan, the terms and amount are reasonably satisfactory provide any necessary endorsement to Agent)any checks or drafts issued in payment of any such claim. If At any time that an Event of Default existsexists and is continuing, only Agent Lender shall be authorized to settle, adjust and compromise such claims. Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever, except 10 days notice shall be given for cancellation due to non-payment of premium; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claims reports made to insurance companiescompanies in excess of $5,000,000. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, Collateral in amounts, accordance with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentSection 10.1.8. From time to time upon request, the Borrowers shall deliver provide Administrative Agent with reasonably detailed information as to Agent the originals insurance so carried; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance shall comply with the Flood Disaster Protection Act or certified copies of its insurance policies and updated flood plain searchesotherwise shall be reasonably satisfactory to all Lenders. Unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Administrative Agent as loss payeepayee in respect of the property insurance policies relating to the Collateral; (ii) requiring 30 days (x) 10 days’ prior written notice to Agent in the event of cancellation of the policy due to non-payment of premiums and (y) requiring 30 days prior written notice to Administrative Agent in the event of cancellation of the policy for any reason whatsoeverother reason; and (iii) specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are are, subject to the terms of the Intercreditor Agreement, delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Administrative Agent). If an Event of Default exists, subject to the terms of the Intercreditor Agreement, only Administrative Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VII, unless otherwise approved by AgentA7) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searcheshazard certificates. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the such insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claimclaim with respect to Collateral, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the tangible items of Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon requestrequest (but no less frequently than annually), Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee, mortgagee under a standard mortgage clause or additional insured, as appropriate; (ii) requiring 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever(or in the case of non-payment, at least ten (10) days’ prior written notice) ; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claim reports made to insurance companiescompanies where the claim made is in excess of $500,000. While Subject to Section 5.4.2, while no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds in excess of $500,000 are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA+, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All Except as set forth in the Intercreditor Agreement, all proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, and except to the extent inconsistent with the Intercreditor Agreement, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim. Except as set forth in the Intercreditor Agreement, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If if an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VIIA_, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower and Hypercom U.K. shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, (including without limitation, business interruption) in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds thereof (if such proceeds constitute proceeds of insurance covering any Collateral or business interruption insurance) are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VIIA_, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lenders loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Grantor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentAgent (subject to the terms of the Intercreditor Agreement). From time to time upon request, Borrowers Grantor shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchessearches conducted by Grantor or at Grantor’s request, if any. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate (and subject to the terms of the Intrecreditor Agreement); (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Grantor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Grantor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Grantor therefor. Each Borrower Grantor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Grantor may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims (subject to the terms sets forth in the Intercreditor Agreement).

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentAgent with respect to the Collateral. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and and, with respect to Real Estate Collateral, updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, : (i) promptly as rendered, copies of all reports claims made to insurance companiescompanies with respect to each casualty event causing more than $100,000 of damage or destruction to the Collateral; and (ii) such additional information and reports regarding insurance as requested by Agent from time to time. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and in accordance with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to AgentSection 8.6.2(b). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsany claims involving any Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise by satisfactory to all Lenders. All Subject to the Intercreditor Agreement, all proceeds of Term Loan Priority Collateral under each policy shall be payable to the Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payeepayee and/or additional insured, as applicable; (ii) requiring 30 10 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as renderedfollowing delivery thereof, copies of all material reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent Agent, subject to the Intercreditor Agreement, shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VIIA-, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating an A.M. Best or S&P rating of at least A- VIIA-, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent certificates of insurance evidencing the originals or certified copies of its insurance policies and updated flood plain searchescoverage currently in effect. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements or policy provisions (i) showing that include Agent as loss payeepayee for all insurance proceeds in excess of $10,000,000 with respect to Collateral; (ii) requiring 30 10 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor (subject to the terms of such policy relating to notice and payment of additional premiums) by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Upon Agent’s request during a Domestic Cash Trigger Period, each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to exists Borrowers may settle, adjust and or compromise such claimsany insurance claim in excess of $10,000,000 which relates to Collateral, only with the prior consent of Agent. Agent shall endorse to Borrowers any check where Agent is loss payee that does not relate to a casualty to Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its their insurance policies and updated flood plain searchescertifications and related information. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered claim relating to Agent (and property insurance with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Collateral or business interruption insurance. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating an A.M. Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to AgentAgent and, with respect to flood insurance, in compliance with Applicable Law. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoeverwhatsoever (10 days’ notice for nonpayment); and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, then Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as renderedupon request, copies of all material reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as and all insurance proceeds shall be payable jointly to the proceeds are delivered Agent and the applicable Obligor (or arrangements otherwise satisfactory to the Agent (and shall be made with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agentpayment of insurance proceeds). If an Event of Default exists, then only Agent shall be authorized to settle, adjust and compromise such claimsclaims and proceeds shall be delivered to Agent at its request.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds proceeds, subject however, to the provisions of the Intercreditor Agreement, under each policy shall be payable to Agent. Agent hereby agrees that self-insurance policies in effect on the Closing Date meet the foregoing insurance requirements as to the type of insurance covered by such self-insurance. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) a. Each Borrower Obligor shall maintain (i) insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent, and (ii) ensure that all Real Estate is insured pursuant to policies which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each applicable Obligor so as to cause each Lender to be in compliance with Flood Laws. All proceeds under each policy shall be payable to Agent. From time to time upon written request, Borrowers Xxxxxxxx shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender’s loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agentin accordance with general practices of businesses engaged in similar activities in similar geographic areas. All proceeds under each policy shall be payable to AgentAgent for application to the Obligations. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as additional insured and lender loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the PropertyCollateral, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companiescompanies in respect of claims or disputes in respect of coverage in excess of $250,000. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect for application to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Obligations. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateralits Property, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA minus, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon Agent’s reasonable request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoeverwhatsoever (or 10 days prior written notice in the event of cancellation for reason of nonpayment of premiums); and (iiiii) specifying that the interest of Agent Agent, if any, shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insuranceinsurance required hereunder, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims. Agent hereby confirms to Obligors that, as of the Agreement Date, the types and amounts of insurance coverage maintained by Obligors are satisfactory to Agent.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain general liability insurance with and may maintain insurance respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, which in each case, shall be in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory acceptable to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers each Borrower shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers such Borrower therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companiescompanies with respect to individual claims exceeding $50,000. While no Event of Default exists, Borrowers each Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agentthe Dominion Account, subject to clause (c) below. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 10 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (ad) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agentthe Dominion Account, subject to clause (c) below. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 10 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain maintain, with financially sound and reputable insurance companies, insurance with respect to the Collateral, Collateral covering casualty, hazard, theft, malicious mischief, flood and other risks, risks in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA-, unless otherwise approved by AgentAgent in its Permitted Discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent, subject to the rights of the Term Agent with respect to Term Priority Collateral in accordance with the Intercreditor Agreement. From time to time upon reasonable request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each Each policy shall include customary endorsements reasonably satisfactory endorsements to Agent (i) showing Agent as loss payee; (ii) requiring 30 days (or 10 days with respect to failure to pay premiums) prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) where customary, specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds of any ABL Priority Collateral (other than proceeds from workers’ compensation or D&O insurance, if applicable) are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims (other than claims with respect to workers’ compensation or D&O insurance, if applicable), subject to the rights of the Term Agent in Term Priority Collateral in accordance with the Intercreditor Agreement.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VIIA_-, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lenders loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds proceeds, to the extent arising out of the ABL Priority Collateral, under each policy shall be payable to Agent. From time to time upon request, Borrowers the Loan Parties shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Loan Party fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers the Loan Parties therefor. Each Borrower Loan Party agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds proceeds, to the extent arising out of the ABL Priority Collateral, are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims related to the ABL Priority Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From Within 30 days of the Closing Date and from time to time upon request, Borrowers shall deliver to Agent the originals or certified authentic copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, following notice to Company, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, Collateral in amounts, accordance with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentSection 10.1.8. From time to time upon request, Borrowers Borrower shall deliver provide Administrative Agent with reasonably detailed information as to Agent the originals insurance so carried; provided, that if Real Estate secures any Obligations at any time, flood hazard diligence, documentation and insurance shall comply with all Flood Laws or certified copies of its insurance policies and updated flood plain searchesotherwise shall be reasonably satisfactory to Administrative Agent. Unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Administrative Agent as lender loss payeepayee in respect of the property insurance policies relating to the Collateral and additional insured in respect of the liability insurance policies, as applicable; (ii) requiring 30 days prior written notice to Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy; provided that, so long as no Event of Default has occurred and is then continuing, Administrative Agent will provide any proceeds of such property insurance to Borrower for application in accordance with Section 5.8.2. If any US-DOCS\144726423.10 Borrower fails to provide and pay for any insurance, Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are are, subject to the terms of the Intercreditor Agreement, delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Administrative Agent). If an Event of Default exists, subject to the terms of the Intercreditor Agreement, only Administrative Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Grantor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Grantor shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent Grantor shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Grantor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Grantor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Grantor therefor. Each Borrower Grantor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Grantor may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect as to the Collateral covering liabilities, losses or damage as customarily are insured against by other Persons engaged in the same or similar businesses. All such policies of insurance shall be with financially sound insurance companies (other than in respect of any self-insurance which Borrowers believe (in the good faith judgment of management of Borrowers) is reasonable and prudent in light of the size and nature of their business) and in such amounts (after giving effect to any self-insurance maintained consistent with the standards provided for herein) as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event, as to any ABL Facility Priority Collateral (or Collateral of the Foreign Domiciled Obligors in the nature of ABL Facility Priority Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks), in amounts, with endorsements adequacy and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) scope reasonably satisfactory to Agent. All proceeds under each policy shall be payable Agent (and Agent acknowledges that based on the information provided to Agentit on or prior to the date hereof with respect thereto, as to insurance coverage for the ABL Facility Priority Collateral in effect on the date hereof, the amounts, adequacy and scope are reasonably 113 satisfactory to it). From time to time upon request, Borrowers Xxxxxxxx shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwiseotherwise (giving due consideration to what is commercially available in the insurance market), each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender’s loss payeepayee with respect to any policies of property insurance; (ii) requiring 30 days prior written providing notice to Agent in the event of cancellation of the policy for any reason whatsoevercancellation; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, upon notice by Agent to Obligors that such rights are being suspended, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by AgentLender) reasonably satisfactory to AgentLender. All proceeds under each policy shall be payable to AgentLender. The Loan Parties shall at all times cause a “Life-of-Loan” flood plain search to be in effect with respect to any Real Estate subject to a Mortgage. From time to time upon request, Borrowers the Loan Parties shall deliver to Agent Lender the originals or certified copies of its their insurance policies and updated flood plain searchespolicies. Unless Agent Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent Lender as loss payee; (ii) requiring 30 days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Loan Party fails to provide and pay for any insurance, Agent Lender may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to AgentLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Lender. If an Event of Default exists, only Agent Lender shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds proceeds, subject however, to the provisions of the Intercreditor Agreement, under each policy shall be payable to Agent. Agent hereby agrees that self-insurance policies in effect on the Closing Date meet the foregoing insurance requirements as to the type of insurance covered by such self-insurance. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the tangible items of Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon requestrequest (but no less frequently than annually), Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee, mortgagee under a standard mortgage clause or additional insured, as appropriate; (ii) requiring 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever(or in the case of non-payment, at least ten (10) days’ prior written notice); and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance required hereunder and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claim reports made to insurance companiescompanies where the claim made is in excess of $1,000,000. While Subject to Section 5.4.2, while no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds in excess of $1,000,000 are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default existshas occurred and is continuing, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. [From time to time upon request, Borrowers Obligors shall deliver to Agent the the] originals or certified copies of [its insurance policies and and] updated flood plain searches[. ]Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as [sole]loss payee, lender’s loss payeepayee or additional insured, as appropriate; (ii) requiring [30 days]not less than thirty (30) days (ten (10) days in the case of non-payment of premium) prior written notice to Agent [in the event of cancellation of]of the exercise of any right to cancel the policy policy[ for any reason whatsoever]; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A-VII, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentAgent except as provided in Section 8.6.2(b) below. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwiseotherwise (giving due consideration to what is commercially available in the insurance market), each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written providing notice to Agent in the event of cancellation of the policy for any reason whatsoevercancellation; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at 127 its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating an A.M. Best or S&P rating of at least A- VIIA-, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent certificates of insurance evidencing the originals or certified copies of its insurance policies and updated flood plain searchescoverage currently in effect. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements or policy provisions (i) showing that include Agent as loss payeepayee for all insurance proceeds in excess of $10,000,000 with respect to Collateral; (ii) requiring 30 10 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor (subject to the terms of such policy relating to notice and payment of additional premiums) by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Upon Agent’s request at any time when the Payment Conditions are not satisfied, each Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to exists Obligors may settle, adjust and or compromise such claimsany insurance claim in excess of $10,000,000 which relates to Collateral, only with the prior consent of Agent. Agent shall endorse to Obligors any check where Agent is loss payee that does not relate to a casualty to Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood Collateral and other risksthe Properties and businesses of the Obligors, in amountseach case, with endorsements financially sound and reputable insurance companies insurance on all such property and against all such risks as is consistent and in accordance with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agentindustry practice for companies similarly situated owning similar properties and engaged in similar businesses as the Obligors. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless No later than thirty (30) days after the Closing Date, unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payeepayee or additional insured, as applicable; (ii) to the extent available, requiring 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) to the extent available, specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)extent required by this Agreement. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s 's Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its their insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements and with such endorsements as are usual and customary and with such insurers (with a Best’s Financial Strength rated A- or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) reasonably as are satisfactory to Agent. All proceeds If Agent determines in its reasonable discretion that any given insurer is not satisfactory, then Agent shall notify Borrower Agent at least 90 days prior to the renewal date of Loan Parties’ insurance policies (Loan Parties will not be required to change insurance carriers under each policy shall be payable to Agentthis provision until their scheduled renewal date). From time to time upon request, Borrowers Loan Parties shall deliver to Agent the originals or certified copies summaries of its insurance policies and updated and, if flood plain searches have been conducted, updates of such flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payeepayee or additional insured, as its interest may appear; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the PropertyLoan Party, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Loan Party fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Loan Parties therefor. Each Borrower Loan Party agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise any such claimsclaims in excess of $5,000,000 which would otherwise be payable to a Loan Party.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Credit Party shall maintain insurance or self-insurance with respect to the Collateralits Property, covering casualty, hazard, theft, malicious mischief, flood flood, and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy covering Collateral shall be payable to Agent, subject to the Intercreditor Agreement. From time to time upon request, Borrowers Credit Parties shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy covering Collateral shall include reasonably satisfactory endorsements (ia) showing Agent as lenders’ loss payee; (iib) requiring 30 days or such shorter period as Agent may allow prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iiic) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Credit Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Credit Party fails to provide and pay for any insuranceinsurance required hereunder, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Credit Parties therefor. Each Borrower Credit Party agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companiescompanies relating to Collateral. While no Event of Default exists, Borrowers Credit Parties may settle, adjust or compromise any insurance or condemnation claim, as long as and retain the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to thereof unless a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Dominion Trigger Period is then in effect. If an Event of Default existsexists and subject to the Intercreditor Agreement, only Agent shall be authorized to settle, adjust and compromise such claimsclaims relating to Collateral and proceeds thereof shall be applied to the Obligations if a Dominion Trigger Period is then in effect.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, theftpublic liability, malicious mischief, flood and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) such insurance companies as are reasonably satisfactory to AgentLender. All proceeds payable under each such policy shall be payable to AgentLender for application to the Obligations. From time to time upon request, Borrowers Borrower shall deliver to Agent the originals or certified copies of its insurance such policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include to Lender with loss payable endorsements reasonably satisfactory endorsements (i) showing Agent to Lender, naming Lender as sole loss payee; , assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (ii30) requiring 30 days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policyreason. If any Borrower fails to provide and pay for any such insurance, Agent Lender may, at its option, but shall not be required to, procure the insurance same and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to AgentLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default existsexists and is continuing, Borrowers may Borrower shall have the right to settle, adjust or and compromise any insurance claim, as long as the proceeds are delivered to Agent (and claim with respect to Real Estate any insurance maintained by Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Equipment related Lender agrees promptly to a Capex Loan, the terms and amount are reasonably satisfactory provide any necessary endorsement to Agent)any checks or drafts issued in payment of any such claim. If At any time that an Event of Default existsexists and is continuing, only Agent Lender shall be authorized to settle, adjust and compromise such claims. Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood (to the extent reasonably required by Agent) and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon requestAgent’s request therefor, Borrowers Borrower shall deliver to Agent the originals or certified copies of its insurance policies and any updated flood plain searchessearches conducted by Borrower or at Borrower’s request, if any. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower To the extent applicable, each Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA-, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Xxxxxxxx shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)as required under this Agreement. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentAgent with respect to the Collateral. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and and, with respect to Real Estate Collateral, updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, : (i) promptly as rendered, copies of all reports claims made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and companies with respect to Real Estate each casualty event causing more than $100,000 of damage or destruction to the Collateral; and Equipment related to a Capex Loan, the terms (ii) such additional information and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.reports regarding

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise by satisfactory to all Lenders. All proceeds under each policy shall be payable to Agentthe Dominion Account, subject to clause (c) below. From time to time upon request, Borrowers Xxxxxxxx shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 10 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as renderedfollowing the delivery thereof, copies of all material reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain (i) insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its discretion) reasonably satisfactory to Agent, and (ii) ensure that all Real Estate is insured pursuant to policies which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each applicable Obligor so as to cause each Lender to be in compliance with Flood Laws. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Xxxxxxxx shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender’s loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA, unless otherwise approved by AgentLender in its discretion) reasonably satisfactory to AgentLender. All proceeds under each policy shall be payable to AgentLender. From time to time upon request, Borrowers shall deliver to Agent Lender the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent Lender as lender's loss payee; (ii) requiring 30 days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent Lender may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to AgentLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Lender. If an Event of Default exists, only Agent Lender shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A+ or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) reasonably as are satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with reputable insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to AgentLender in the exercise of its good faith credit judgment. All Subject to the Intercreditor Agreement, proceeds under each policy shall be payable to AgentLender. From time to time upon request, Borrowers Obligors shall deliver to Agent Lender the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent Lender as loss payee; and (ii) requiring 30 thirty (30) days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and whatsoever (iii) specifying that if the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policyinsurer agrees). If any Borrower Obligor fails to provide and pay for any insurance, Agent Lender may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and in accordance with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Intercreditor Agreement. If an Event of Default exists, only Agent Lender shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) (1) Each Borrower Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds Proceeds under each policy in excess of $5,000,000 per claim shall be payable to AgentAgent (for application by Agent (i) to payment of the Revolver Loans of the applicable Borrower or (ii) in accordance with Section 5.5 or 5.6, if applicable) to the extent arising out of the ABL Priority Collateral. (2) From time to time upon request, Borrowers Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent and its successors as lender’s loss payee, as its interests may appear; (ii) requiring 30 at least thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Loan Party fails to provide and pay for any insurance, Agent may, at its optionmay in consultation with the Loan Party Agent, but shall not be required to, procure the insurance and charge Borrowers the Loan Parties therefor. Each Borrower Loan Party Agent agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, Borrowers the Loan Parties may settle, adjust or compromise any insurance claimclaim relating to the ABL Priority Collateral, as long as the proceeds in excess of $5,000,000 per claim are delivered to Agent (and for application by Agent (i) to payment of the Revolver Loans of the applicable Borrower or (ii) in accordance with respect to Real Estate and Equipment related to a Capex LoanSection 5.5 or 5.6, the terms and amount are reasonably satisfactory to Agentif applicable). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims in excess of $500,000 in the aggregate related to the ABL Priority Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the tangible items of Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A-VII, unless otherwise approved by Agent) as are reasonably satisfactory to Agent. All proceeds under each policy shall be payable Agent in its Permitted Discretion (it being understood and agreed that the Obligors’ insurance coverage in existence on the Closing Date is satisfactory to Agent). From time to time upon requestrequest (but no less frequently than annually), Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each casualty and liability policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee, mortgagee under a standard mortgage clause or additional insured, as appropriate; (ii) requiring require 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever(or in the case of non-payment, at least ten (10) days’ prior written notice); and (iii) specifying specify that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, with written notice thereof to Borrower Agent, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all claim reports made to insurance companiescompanies where the claim made is in excess of $100,000. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA+, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies; provided that if no Event of Default has occurred and is continuing Borrowers are not required to deliver reports with respect to claims less than $1,000,000 in aggregate. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, for deposit by Agent into the terms and amount are reasonably satisfactory to AgentDominion Account). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (aba) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, Collateral in amounts, accordance with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentSection 10.1.8. From time to time upon request, Borrowers Borrower shall deliver provide Administrative Agent with reasonably detailed information as to Agent the originals insurance so carried; provided, that if Real Estate secures any Obligations at any time, flood hazard diligence, documentation and insurance shall comply with all Flood Laws or certified copies of its insurance policies and updated flood plain searchesotherwise shall be reasonably satisfactory to Administrative Agent. Unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Administrative Agent as lender loss payeepayee in respect of the property insurance policies relating to the Collateral and additional insured in respect of the liability insurance policies, as applicable; (ii) requiring 30 days prior written notice to Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy; provided that, so long as no Event of Default has occurred and is then continuing, Administrative Agent will provide any proceeds of such property insurance to Borrower for application in accordance with Section 5.8.2. If any Borrower fails to provide and pay for any insurance, Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are are, subject to the terms of the Intercreditor Agreement, delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Administrative Agent). If an Event of Default exists, subject to the terms of the Intercreditor Agreement, only Administrative Agent shall be authorized to settle, adjust and compromise such claims. US-DOCS\135051485.13 (bb) Subject to the terms of the Intercreditor Agreement, any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of any Collateral shall be paid to Administrative Agent.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Borrower Guarantor shall (or Borrowers shall on such Guarantor’s behalf) maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent, except that flood insurance obtained by the Guarantors on the properties located at Neenah and Ladysmith, Wisconsin need not be for more than $4,000,000 and $5,000,000, respectively. All proceeds under each policy shall be payable to AgentAgent with respect to the Collateral. From time to time upon request, Borrowers Guarantors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender loss payee; (ii) requiring 30 days days’ prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Guarantor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Guarantor fails to provide and pay for any insuranceinsurance (or Borrowers fail to provide and pay for such insurance on such Guarantor’s behalf), Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Guarantors therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Guarantors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and in accordance with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to AgentSection 3.5(b)(ii). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsany claims involving any Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and Agent(and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Guarantor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA-7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Guarantors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Guarantor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Guarantor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Guarantors therefor. Each Borrower Guarantor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Guarantors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood (to the extent reasonably required by Agent) and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon requestAgent’s request therefor, Borrowers Borrower shall deliver to Agent the originals or certified copies of its insurance policies and any updated flood plain searchessearches conducted by Borrower or at Borrower’s request, if any. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A-VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds of insurance on Collateral under each policy shall be payable to Agentname Agent as lender’s loss payee or mortgagee, as appropriate. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy of insurance on Collateral shall include reasonably satisfactory endorsements (i) showing Agent as lender’s loss payeepayee or mortgagee, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companiescompanies for claims in excess of $3,000,000. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, claim with respect to Collateral as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims to the extent not prohibited by Applicable Law.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever, except 10 days notice shall be given for cancellation due to non-payment of premium; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claims reports made to insurance companiescompanies in excess of $1,000,000. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA-, unless otherwise approved by AgentAgent in its reasonable discretion) reasonably satisfactory to Agent; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise be satisfactory to all Lenders. All proceeds under each policy shall be retained by Obligors, except while a Cash Dominion Trigger Period exists and is continuing, in which case such proceeds shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each Each policy shall include reasonably endorsements satisfactory endorsements to Agent (i) showing Agent as lender’s loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at in its option, but shall not be required todiscretion, procure the insurance and charge Borrowers Obligors therefor. Each Borrower So long as a Cash Dominion Trigger Period exists, each Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligor may settle, adjust or compromise any insurance claim, as long as and retain the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)thereof. If an Event of Default exists, only Agent shall be authorized to may settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower and Affiliate Guarantor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A+ or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) reasonably as are satisfactory to AgentLender. All proceeds under each policy shall be payable to AgentLender. From time to time upon request, Borrowers Borrower shall deliver to Agent Lender the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent Lender as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails or Affiliate Guarantor fail to provide and pay for any such insurance, Agent Lender may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees and Affiliate Guarantor agree to deliver to AgentLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower and Affiliate Guarantor may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Lender. If an Event of Default exists, only Agent Lender shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower and other Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its or other Obligors’ insurance policies and updated flood plain searchespolicies. Unless Agent shall agree otherwise, each such policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 ten (10) days prior written notice to Agent in the event of cancellation of the policy for nonpayment of insurance premiums and thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any other reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Borrower, other Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower or other Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower and other Obligor agrees to deliver to Agent, promptly as renderedupon Agent’s reasonable request, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers and other Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agentextent required under Section 8.6.2(b). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. Lenders agree that the insurance maintained by each Obligor on the Closing Date satisfies this Section 9.06. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Borrower shall promptly following request, deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) to the extent available requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) to the extent available specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its optionoption (at the direction of the Requisite Lenders), but shall not be required to, procure the insurance and charge Borrowers Borrower or such Obligor therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are Net Available Cash is delivered to Agent (to the extent and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)as required by Section 2.11. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood (if necessary) and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by AgentLender) reasonably satisfactory to AgentLender. All proceeds under each such policy (other than proceeds constituting Excluded Assets) shall be payable to AgentLender. From time to time upon request, Borrowers shall deliver to Agent Lender the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent Lender as sole loss payeepayee or additional insured, as appropriate (except with respect to insurance proceeds constituting Excluded Assets); (ii) requiring 30 days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insuranceinsurance required hereunder or under Section 10.1.7, Agent Lender may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to AgentLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Lender. If an Event of Default exists, only Agent Lender shall be authorized to settle, adjust and compromise such claimsclaims (except claims in respect of Excluded Assets).

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the CollateralCollateral (other than from self insured in-transit Inventory), covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with endorsements such endorsements, and with such insurers (with a Best’s Financial Strength rated A7 or better by A.M. Best Rating of at least A- VII, unless otherwise approved by AgentGuide) reasonably as are satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever, except 10 days notice shall be given for cancellation due to non-payment of premium; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all claims reports made to insurance companiescompanies in excess of $1,000,000. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain (i) insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A- VIIA+, unless otherwise approved by AgentAgent in its Permitted Discretion) reasonably satisfactory to Agent, and (ii) ensure that all Real Estate subject to a Mortgage is insured pursuant to policies which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each applicable Obligor so as to cause each Lender to be in compliance with Flood Laws. All proceeds under each policy shall be payable to Agent. From time to time upon requestrequest by Agent, Borrowers Obligors shall deliver to Agent the originals or certified certificates of insurance, copies of its insurance policies policies, and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as lender’s loss payeepayee and additional insured, as applicable; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by AgentLender) reasonably satisfactory to AgentLender. All proceeds under each policy shall be payable to AgentLender. From time to time upon request, Borrowers Borrower shall deliver to Agent Lender the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent Lender as loss payee; (ii) requiring 30 days prior written notice to Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent Lender may, at its option, but shall not be required to, procure the insurance and charge Borrowers Borrower therefor. Each Borrower agrees to deliver to AgentLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)Lender. If an Event of Default exists, only Agent Lender shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood mischief and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All Except as set forth in the Intercreditor Agreement or, with respect to the Term Priority Collateral, required to be paid to Term Loan Agent or reinvested by Borrowers pursuant to the Term Loan Documents, all proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as renderedpromptly, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect unless such proceeds are to Real Estate and Equipment related be delivered to a Capex Loan, the terms and amount are reasonably satisfactory to AgentTerm Loan Agent under the Term Loan Agreement). If Except as otherwise set forth in the Intercreditor Agreement, if an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to AgentAgent (and Agent agrees that insurance in effect on the Closing Date is satisfactory). From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searchessearches if Real Estate has been included in the PP&E during the PP&E Inclusion Period. Unless Agent shall agree otherwise, each policy of property insurance covering the Collateral (and Equipment and Real Estate included in PP&E during the PP&E Inclusion Period), each policy of business interruption insurance, and each policy of liability insurance (other than D&O, fiduciary, special crime, and workers’ compensation insurance) shall include reasonably satisfactory endorsements (i) showing Agent as sole loss payeepayee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the such insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companiescompanies for claims in excess of $2,500,000. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent)extent required hereunder. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claimsclaims with respect to property insurance covering the Collateral (and Equipment and Real Estate included in PP&E during the PP&E Inclusion Period), business interruption insurance, and liability insurance for any claims involving Agent or any Lender (other than D&O, fiduciary, special crime, and workers’ compensation insurance).

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the CollateralCollateral (subject to exceptions to be agreed upon by Administrative Agent in its Permitted Discretion), covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A-VII, unless otherwise approved by Administrative Agent) consistent with industry practice for similarly situated companies or otherwise reasonably satisfactory to Administrative Agent; provided, however, that any required flood insurance shall only be required to be in compliance with any applicable Flood Insurance Laws. All proceeds under each property policy shall be payable to AgentAdministrative Agent as loss payee. From time to time upon requestreasonable request of the Administrative Agent, Borrowers Obligors shall deliver to Administrative Agent the originals or certified copies of its insurance policies and updated flood plain searchespolicies. Unless Administrative Agent shall agree otherwise, each property policy and general liability policy shall include reasonably satisfactory customary endorsements (i) showing Administrative Agent as loss payeepayee or additional insured, as applicable; (ii) requiring 30 (A) ten (10) days prior written notice to the Administrative Agent in the event of cancellation of the policy for reason of non-payment of premium, and (B) thirty (30) days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoeverother reason; and (iii) with respect to property policies, specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Propertyproperty, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Administrative Agent). If an Event of Default exists, only Administrative Agent shall be authorized to settle, adjust and compromise such claims.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A- A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount are reasonably satisfactory to Agent). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims. Agent hereby acknowledges and agrees that the insurance currently maintained by Borrowers, as evidenced by the certificate or policies provided by Borrowers to Agent, satisfies the insurance requirement of this Section 8.6.2 as of the Closing Date.

Insurance of Collateral; Condemnation Proceeds. (a) Each Borrower Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A- VIIA7, unless otherwise approved by Agent) reasonably satisfactory to Agent. All proceeds under each policy shall be payable to Agent. From time to time upon request, Borrowers Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Borrowers Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds in excess of $1,000,000 are delivered to Agent (and with respect to Real Estate and Equipment related to a Capex Loan, the terms and amount when any Obligations are reasonably satisfactory to Agent)outstanding. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.