Common use of Insurance of Collateral Clause in Contracts

Insurance of Collateral. (a) 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 rating of at least A+, unless otherwise approved by Agent in its discretion) reasonably satisfactory to Agent. From time to time upon request, Obligors shall deliver to Agent the originals or certified copies of its insurance policies and most recently available flood plain searches. Unless Agent shall agree otherwise, each policy of Obligors shall include satisfactory endorsements (i) showing Agent as loss payee with respect to insurance covering Collateral; (ii) 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 from the applicable insurer, a clause or endorsement stating that the interest of Agent shall not be impaired or invalidated by any act or neglect of the insured Person or the owner of any premises, including, without limitation, as a result of the use of any such premises for purposes more hazardous than are permitted by such policy. If any 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 Obligors therefor. Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, Obligors may settle, adjust or compromise any insurance claim. If an Event of Default exists, the Obligors shall not settle any insurance claim with a value in excess of $3,000,000 without the consent of Agent. (b) At any time an Event of Default exists and during any Dominion Trigger Period, upon request by Agent, any proceeds of insurance covering any Collateral and any awards arising from condemnation of any Collateral shall be paid to Agent, in each case, except for any amounts required to be paid to third parties. At any time an Event of Default exists and during any Dominion Trigger Period, any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to other applicable Obligations.

Insurance of Collateral. (a) Each Obligor The Borrowers shall at all times maintain and pay for insurance upon all Collateral wherever located and with respect to the Collateralbusiness of the Borrowers, covering casualty, hazard, theftpublic liability, malicious mischief, flood workers’ compensation and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best rating of at least A+, unless otherwise approved by Agent in its discretion) such insurance companies as are reasonably satisfactory to Administrative Agent. From time to time upon request, Obligors The Borrowers shall deliver to Agent the originals or certified copies of its insurance provide that such policies and most recently available flood plain searches. Unless Agent shall agree otherwise, each policy of Obligors shall include satisfactory endorsements (i) showing endorsements, naming Administrative Agent as a lender loss payee with respect payable or additional insured, as appropriate, as its interest may appear. Each policy of insurance or endorsement shall contain a clause requiring the insurer to insurance covering Collateral; give not less than ten (ii10) requiring 30 days days’ prior written notice to Administrative Agent in the event of cancellation of the policy for nonpayment of premium and not less than thirty (30) days’ prior written notice to Administrative Agent in the event of cancellation of the policy for any other reason whatsoever and (iii) to the extent available from the applicable insurer, a clause or endorsement stating specifying that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of the insured Person any Borrower, any of their Subsidiaries or the owner of any premises, including, without limitation, as a result the Property or by the occupation of the use of any such premises for purposes more hazardous than are permitted by such policy. If any 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 Obligors therefor. Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, Obligors may settle, adjust or compromise any insurance claim. If an Event of Default existshas occurred and is continuing, all proceeds of business interruption insurance (if any) of the Obligors Borrowers shall not settle any insurance claim with a value in excess be remitted to Administrative Agent for application to the outstanding balance of $3,000,000 without the consent Revolving Credit Loans. Upon the occurrence and during the continuance of Agent. (b) At any time an Event of Default exists Default, Administrative Agent shall, subject to the Intercreditor Agreement, have the sole right to file claims under any property and during general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any Dominion Trigger Periodpayments that may be payable thereunder, upon request and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Unless the Borrowers provide Administrative Agent with evidence of the insurance coverage required by this Agreement, Administrative Agent may purchase insurance at the Borrowers’ expense to protect Administrative Agent’s interests in the Properties of the Borrowers. This insurance may, but need not, protect the interests of the Borrowers. The coverage that Administrative Agent purchases may not pay any claim that any Borrower makes or any claim that is made against any Borrower in connection with such Property. The Borrowers may later cancel any insurance purchased by Administrative Agent, but only after providing Administrative Agent with evidence that the Borrowers have obtained insurance as required by this Agreement. If Administrative Agent purchases insurance, the Borrowers will be responsible for the costs of that insurance, including interest and any proceeds other charges Administrative Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance covering any Collateral and any awards arising from condemnation of any Collateral shall that the Borrowers may be paid able to Agent, in each case, except for any amounts required to be paid to third parties. At any time an Event of Default exists and during any Dominion Trigger Period, any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to other applicable Obligationsobtain on their own.

Insurance of Collateral. (a) Each Obligor Borrowers shall maintain and pay for insurance upon all Collateral wherever located and with respect to the Collateralbusiness of each Borrower and each of its Subsidiaries, covering casualty, hazard, theftpublic liability, malicious mischiefworkers' compensation, flood business interruption and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best rating of at least A+, unless otherwise approved by Agent in its discretion) such insurance companies as are reasonably satisfactory to Agent. From time to time upon request, Obligors Borrowers shall deliver to Agent the originals or certified copies of such policies to Agent as promptly as practicable, with satisfactory lender's loss payable endorsements, naming Agent as a loss payee, assignee or additional insured, as appropriate, as its insurance policies interest may appear, showing only such other loss payees, assignees and most recently available flood plain searches. Unless Agent shall agree otherwise, each policy of Obligors shall include satisfactory endorsements additional insureds (i) showing as required under contractual arrangements customary to Borrowers' operations (but not involving Indebtedness for Money Borrowed) or (ii) as otherwise are satisfactory to Agent as loss payee and with respect to business interruption insurance, an executed collateral assignment thereof. Each policy of insurance covering Collateral; (ii) or endorsement shall contain a clause requiring the insurer to give not less than 10 days' prior written notice to Agent in the event of cancellation of the policy for nonpayment of premium and not less than 30 days days' prior written notice to Agent in the event of cancellation of the policy for any other reason whatsoever and (iii) to the extent available from the applicable insurer, a clause or endorsement stating specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of the insured Person any Borrower, any of its Subsidiaries or the owner of any premises, including, without limitation, as a result the Property or by the occupation of the use of any such premises for purposes more hazardous than are permitted by such said policy. If any Obligor fails All proceeds of business interruption insurance (if any) of each Borrower and its Subsidiaries shall be remitted to Agent for application to the outstanding balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments. Unless Borrowers provide and pay for any insuranceAgent with evidence of the insurance coverage required by this Agreement, Agent may, but need not, purchase insurance at Borrowers' joint and several expense to protect Agent's interests in the Properties of each Borrower and its optionSubsidiaries. This insurance may, but shall need not, protect the interests of each Borrower and its Subsidiaries. The coverage that Agent purchases may not be required to, procure the insurance and charge Obligors thereforpay any claim that a Borrower or any Subsidiary of such Borrower makes or any claim that is made against a Borrower or any such Subsidiary in connection with said Property. Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, Obligors Borrowers may settle, adjust or compromise later cancel any insurance claim. If an Event of Default exists, the Obligors shall not settle any insurance claim with a value in excess of $3,000,000 without the consent of Agent. (b) At any time an Event of Default exists and during any Dominion Trigger Period, upon request purchased by Agent, but only after providing Agent with evidence that Borrowers and their Subsidiaries have obtained insurance as required by this Agreement. If Agent purchases insurance, Borrowers will be jointly and severally responsible for the costs of that insurance, including interest and any proceeds other charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance covering any Collateral that Borrowers and any awards arising from condemnation of any Collateral shall the Subsidiaries may be paid able to Agent, in each case, except for any amounts required to be paid to third parties. At any time an Event of Default exists and during any Dominion Trigger Period, any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to other applicable Obligationsobtain on their own.

Insurance of Collateral. (a) Each Obligor 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 rating Best’s Financial Strength Rating of at least A+A_ VII, unless otherwise approved by Agent in its discretionAgent) reasonably satisfactory to Agent. All proceeds under each policy related to Collateral shall be payable to Borrower Agent, subject to clause (b) below and Section 5.3(c). From time to time upon request, Obligors Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and most recently available flood plain searchespolicies. Unless Agent shall agree otherwise, each policy of Obligors shall include satisfactory endorsements (i) showing Agent as Lenders’ loss payee with respect to insurance covering Collateralpayee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and (iii) to the extent available from the applicable insurer, a clause or endorsement stating specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of the insured Person any Borrower or the owner of any premisesthe Property, including, without limitation, as a result nor by the occupation of the use of any such premises for purposes more hazardous than are permitted by such the policy. If any Obligor 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 Obligors Borrowers therefor. Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, Obligors Borrowers may settle, adjust or compromise any insurance claim, and, subject to clause (b) below and Section 5.3(c), the proceeds will be delivered to Borrower Agent. If an Event of Default exists, the Obligors only Agent shall not settle any insurance claim with a value in excess of $3,000,000 without the consent of Agentbe authorized to settle, adjust and compromise such claims. (b) At any time an Event of Default exists After and during any for so long as a Dominion Trigger Period, upon request by AgentPeriod exists, any proceeds of insurance covering any Collateral and any awards (other than proceeds from workers’ compensation or D&O insurance) arising from condemnation of or related to any Collateral shall be paid to Agent, in each case, except for any amounts required to be paid to third parties. At any time an Event of Default exists and during any Dominion Trigger Period, any Any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to any other applicable ObligationsObligations outstanding.

Insurance of Collateral. (a) 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 rating Best’s Financial Strength Rating of at least A+A-VII, unless otherwise approved by Agent in its discretionAgent) reasonably satisfactory to Agent. All proceeds under each policy related to Collateral shall be payable to Borrower Agent, subject to clause (b) below and Section 5.3(c). From time to time upon request, Obligors Xxxxxxxx shall deliver to Agent the originals or certified copies of its insurance policies and most recently available flood plain searchespolicies. Unless Agent shall agree otherwise, each Each policy of Obligors shall include satisfactory endorsements (i) showing Agent as Lenders’ loss payee with respect to insurance covering Collateralpayee; (ii) requiring 30 days (or 10 days with respect to non-payment of premium) prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and (iii) to the extent available from the applicable insurer, a clause or endorsement stating specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of the insured Person any Obligor or the owner of any premisesthe Property, including, without limitation, as a result nor by the occupation of the use of any such premises for purposes more hazardous than are permitted by such the policy. If any 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 Obligors therefor. Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, Obligors may settle, adjust or compromise any insurance claim, and, subject to clause (b) below and Section 5.3(c), the proceeds will be delivered to Borrower Agent. If an Event of Default exists, the Obligors only Agent shall not settle any insurance claim with a value in excess of $3,000,000 without the consent of Agentbe authorized to settle, adjust and compromise such claims. (b) At any time an Event of Default exists After and during any Dominion for so long as a Trigger Period, upon request by AgentPeriod (Dominion) exists, any proceeds of insurance covering any Collateral and any awards (other than proceeds from workers’ compensation or D&O insurance) arising from condemnation of or related to any Collateral shall be paid to Agent, in each case, except for any amounts required to be paid to third parties. At any time an Event of Default exists and during any Dominion Trigger Period, any Any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to any other applicable ObligationsObligations outstanding.

Insurance of Collateral. (a) Each Obligor Borrower shall maintain and pay for insurance upon all tangible Collateral wherever located and with respect to the CollateralBorrower's business, covering casualty, hazard, theft, malicious mischief, flood public liability and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best rating of at least A+, unless otherwise approved by Agent in its discretion) such insurance companies as are reasonably satisfactory to Agent, and with deductibles not in excess of $250,000. From time to time upon request, Obligors Borrower shall deliver to Agent the originals or copies (which copies shall be certified copies if requested by Agent) of its insurance such policies and most recently available flood plain searchesto Agent with satisfactory lender's loss payable endorsements naming Agent as sole loss payee, assignee or additional insured, as appropriate. Unless Agent shall agree otherwise, each Each policy of Obligors insurance or endorsement shall include satisfactory endorsements contain a clause requiring the insurer to give not less than thirty (i30) showing Agent as loss payee with respect to insurance covering Collateral; (ii) 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 from the applicable insurer, a clause or endorsement stating specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of the insured Person Borrower or the owner of any premises, including, without limitation, as a result the Property or by the occupation of the use of any such premises for purposes more hazardous than are permitted by such said policy. If any Obligor Borrower fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance same and charge Obligors Borrower therefor. Each Obligor Borrower agrees to deliver to Agent, promptly as renderedpromptly, if requested by Agent, true copies of all material reports made in any reporting forms to insurance companies. While In addition to the insurance required herein with respect to the Collateral, Borrower shall maintain, with financially sound and reputable insurers, insurance with respect to its Properties and business against such casualties and contingencies of such type (including product liability, business interruption, larceny, embezzlement, or other criminal misappropriation insurance) and in such amounts as is customary in the business of Borrower, or as otherwise may be reasonably required by Agent. All proceeds of insurance received by Borrower or Agent on account of any casualty to the Collateral or other insured risk shall be applied as follows: (i) if an Event of Default exists, all such insurance proceeds shall, at Agent's option, be deemed Net Proceeds and paid to Agent as a mandatory prepayment of the Loans pursuant to Section 4.4 hereof; and (ii) if no Event of Default exists, Obligors may settleall such insurance proceeds of any claim of less than $1,000,000 shall be released to Borrower for the purpose of Borrower's repairing, adjust replacing or compromise any insurance claim. If an Event of Default existsrestoring the damaged or destroyed Collateral (and, if replaced, the Obligors shall not settle any insurance claim with a value in excess of $3,000,000 without the consent of Agent. (b) At any time an Event of Default exists and during any Dominion Trigger Period, upon request by Agent, any proceeds of insurance covering any Collateral and any awards arising from condemnation of any replacement Collateral shall be paid subject to AgentLender's duly perfected first priority Lien therein subject to no other Lien other than Permitted Liens), and all such insurance proceeds of any claim of more than $1,000,000 shall be remitted to Agent and added to the Cash Collateral Account and released to Borrower from time to time, but not more often than monthly, against such evidence of repair, replacement or restoration as Agent may reasonably require (subject, as aforesaid, in each case, except for any amounts required to be paid to third parties. At any time an Event the case of Default exists and during any Dominion Trigger Period, any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to other applicable Obligationsreplacement Collateral).

Insurance of Collateral. (a) Insurance and Condemnation --------------------------------------------------- Proceeds. Each Obligor Borrower shall maintain and pay for insurance with respect to the upon all -------- Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best rating of at least A+, unless otherwise approved by Agent in its discretion) such insurance companies as are reasonably satisfactory to Agent. From time All proceeds payable under each such policy shall be payable to time upon request, Obligors Agent for application to the Obligations. Each Borrower shall deliver to Agent the originals or certified copies of its insurance such policies and most recently available flood plain searchesto Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent, naming Agent as sole loss payee, assignee or additional insured, as appropriate. Unless Agent shall agree otherwise, each Each policy of Obligors insurance or endorsement shall include satisfactory endorsements (i) showing Agent as loss payee with respect contain a clause requiring the insurer to insurance covering Collateral; (ii) requiring give not less than 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 from the applicable insurer, a clause or endorsement stating specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of the insured Person any Borrower or the owner of any premises, including, without limitation, as a result the Property or by the occupation of the use of any such premises for purposes more hazardous than are permitted by such said policy. If any Obligor Borrower fails to provide and pay for any such insurance, Agent may, at its option, but shall not be required to, procure the insurance same and charge Obligors each Borrower therefor. Each Obligor Borrower agrees to deliver to Agent, promptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Obligors may each Borrower shall have the right to settle, adjust or and compromise any claim with respect to any insurance maintained by each Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. If At any time that an Event of Default exists, the Obligors only Agent shall not settle any insurance claim be authorized to settle, adjust and compromise such claims. Agent shall have all rights and remedies with a value in excess of $3,000,000 without the consent of Agent. (b) At any time an Event of Default exists and during any Dominion Trigger Period, upon request by Agent, any proceeds respect to such policies of insurance covering any Collateral as are provided for in this Agreement and any awards arising from condemnation of any Collateral shall be paid to Agent, in each case, except for any amounts required to be paid to third parties. At any time an Event of Default exists and during any Dominion Trigger Period, any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to other applicable ObligationsLoan Documents.

Insurance of Collateral. (a) Each Obligor 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 rating Best’s Financial Strength Rating of at least A+A-VII, unless otherwise approved by Agent in its discretionAgent) reasonably satisfactory to Agent. All proceeds under each policy related to Collateral shall be payable to Borrower Agent, subject to clause (b) below and Section 5.3(c). From time to time upon request, Obligors Borrowers shall deliver to Agent the originals or certified copies of its insurance policies and most recently available flood plain searchespolicies. Unless Agent shall agree otherwise, each policy of Obligors shall include satisfactory endorsements (i) showing Agent as Lenders’ loss payee with respect to insurance covering Collateralpayee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and (iii) to the extent available from the applicable insurer, a clause or endorsement stating specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of the insured Person any Borrower or the owner of any premisesthe Property, including, without limitation, as a result nor by the occupation of the use of any such premises for purposes more hazardous than are permitted by such the policy. If any Obligor 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 Obligors Borrowers therefor. Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, Obligors Borrowers may settle, adjust or compromise any insurance claim, and, subject to clause (b) below and Section 5.3(c), the proceeds will be delivered to Borrower Agent. If an Event of Default exists, the Obligors only Agent shall not settle any insurance claim with a value in excess of $3,000,000 without the consent of Agentbe authorized to settle, adjust and compromise such claims. (b) At any time an Event of Default exists After and during any for so long as a Dominion Trigger Period, upon request by AgentPeriod exists, any proceeds of insurance covering any Collateral and any awards (other than proceeds from workers’ compensation or D&O insurance) arising from condemnation of or related to any Collateral shall be paid to Agent, in each case, except for any amounts required to be paid to third parties. At any time an Event of Default exists and during any Dominion Trigger Period, any Any such proceeds or awards that relate to Inventory shall be applied to payment of the applicable Revolver Loans, and then to any other applicable ObligationsObligations outstanding.