Common use of Maintenance and Insurance Clause in Contracts

Maintenance and Insurance. The Borrower shall, and shall cause each other member of the Borrower Affiliated Group to, maintain its properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and shall maintain or cause to be maintained (or to be replaced as needed) all Leases as may be required for the conduct of the Borrower’s and each other member of the Borrower Affiliated Group’s business. The Borrower shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty insurance with financially sound and reputable insurers in such amounts as the officers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequate. The Lender shall be named as loss payee and additional insured (as applicable) on such insurance policies held by the Borrower and each Guarantor and shall be given 15 days’ prior written notice of any cancellation or modification of such insurance. If such insurance expires without being immediately renewed or replaced, the Lender, in its reasonable discretion, may provide such insurance and charge the cost thereof to the Loan Account or to the Borrower’s or any such Guarantor’s deposit account with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loans. The Lender shall not, by the fact of approving, disapproving, accepting, obtaining or failing to obtain any such insurance, incur liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. (a) The Borrower shall, and shall cause each other member of the Borrower Affiliated Group to, its Subsidiaries will maintain its and keep their real and personal properties in good repair, working order and condition (normal condition, ordinary wear and tear excepted) as required for the normal conduct of its business excepted and shall maintain or cause from time to be maintained (or to be replaced as needed) time make all Leases as needful and proper repairs, renewals, replacements, additions and improvements thereto so that their businesses may be required for the conduct of the Borrower’s properly and each other member of the Borrower Affiliated Group’s businessadvantageously conducted at all times. The Borrower shall and shall cause each other member of the Borrower Affiliated Group to its Subsidiaries at all times will maintain liability and casualty insurance with financially sound and reputable insurers such insurance companies, in such amounts (including, without limitation, so-called "all-risk" coverage at replacement value and "broad form" liability coverage), against such hazards and liabilities and for such purposes as the officers of the Borrower Agent determines is reasonable and such other member of the Borrower Affiliated Group as is customary in the exercise industry for companies of their reasonable judgment deem to be adequateestablished reputation engaged in the same or similar businesses and owning or operating similar properties. The Lender Agent shall be named as loss payee and additional insured (as applicable) on such insurance policies held by under the Borrower Borrower's and each Guarantor Subsidiary's insurance and shall be given 15 30 days’ prior written ' advance notice of any cancellation of insurance. (b) Upon request of the Agent from time to time, the Borrower shall furnish to the Agent duplicate original insurance policies, certificates or modification other evidence satisfactory to the Agent of compliance with the foregoing insurance provisions. If the Borrower fails to provide or cause to be provided such insurance. If such insurance expires without being immediately renewed or replaced, the LenderAgent, in its reasonable sole discretion, may provide such insurance and charge the cost thereof to the Loan Account or to the Borrower’s 's or any such Guarantor’s of its Subsidiaries' deposit account accounts with the LenderAgent or any Bank. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus then rate of interest under the Applicable Base Rate Margin then in effect applicable to Revolving LoansNotes. The Lender Agent shall not, by the fact of approving, disapproving, accepting, obtaining or failing to obtain accepting any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes assume full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. The Borrower shall, and shall cause each other member of the Borrower Affiliated Group to, maintain its properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and from time to time the Borrower will make or cause to be made, and cause each other member of the Borrower Affiliated Group to make or cause to be made, all necessary and proper repairs, renewals, replacements, additions and improvements thereto so that the business of the Borrower and such other members of the Borrower Affiliated Group may be properly and advantageously conducted at all times and shall maintain or cause to be maintained (or to be replaced as needed) all Leases as may be required for the conduct of the Borrower’s 's and each other member of the Borrower Affiliated Group’s 's business. The Borrower shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty insurance with financially sound and reputable insurers in such amounts as the officers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequate. The Lender Administrative Agent shall be named as mortgagee, loss payee and additional insured (as applicable) on such insurance policies held by the Borrower and each Guarantor and shall be given 15 30 days’ ' prior written notice of any cancellation or modification of such insurance. If the Borrower or any other member of the Borrower Affiliated Group fails to provide such insurance expires without being immediately renewed or replacedinsurance, the LenderAdministrative Agent, in its reasonable sole discretion, may provide such insurance and charge the cost thereof to the Loan Account or to the Borrower’s 's or any such Guarantor’s other member of the Borrower Affiliated Group's deposit account with the LenderAdministrative Agent. Any payment not recovered from the Borrower or such Guarantor any other member of the Borrower Affiliated Group shall bear interest at the Base Prime Rate plus the Applicable Base Prime Rate Margin then in effect applicable to Revolving Credit Loans. The Lender Administrative Agent shall not, by the fact of approving, disapproving, accepting, obtaining or failing to obtain any such insurance, incur liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor other member of the Borrower Affiliated Group to, from time to time, furnish to the Lender with reasonable promptness Administrative Agent certificates or other evidence reasonably satisfactory to the Lender Administrative Agent of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. (a) The Borrower shall, Borrowers and each of their Subsidiaries shall cause each other member of maintain (i) their properties and the Borrower Affiliated Group to, maintain its properties Collateral in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business their business, and shall maintain or cause to be maintained (or to be replaced as neededii) all Leases as may be required for material rights, permits, licenses, approvals and privileges necessary in the conduct of the Borrower’s its business, whether because of its ownership, lease, sublease or other operation or occupation of a property or other conduct of its business, and shall make all reasonably necessary or appropriate filings with, and give all required notices to, Governmental Authorities. (b) The Borrowers and each other member of the Borrower Affiliated Group’s business. The Borrower their Subsidiaries shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability liability, casualty and casualty business interruption insurance on their properties (including all Collateral) with financially sound and reputable insurers in such amounts and with such coverages, endorsements, deductibles and expiration dates as the officers of the Borrower and such other member of the Borrower Affiliated Group Borrowers, in the exercise of their reasonable judgment deem to be adequate, as are customary in the industry for companies of established reputation engaged in the same or similar business and owning or operating similar properties and as shall be reasonably satisfactory to the Administrative Agent. The Lender Administrative Agent shall be named as loss payee and payee, additional insured (as applicable) on and/or mortgagee under such insurance policies held by as the Borrower Administrative Agent shall reasonably require from time to time, and each Guarantor the Borrowers shall provide to the Administrative Agent lender’s loss payable endorsements in form and substance reasonably satisfactory to the Administrative Agent. In addition, the Administrative Agent shall be given 15 days’ prior written thirty (30) days advance notice of any cancellation or modification of such insurance. If such In the event of failure to provide and maintain insurance expires without being immediately renewed or replacedas herein provided, the LenderAdministrative Agent may, in at its reasonable discretionoption, may provide obtain such insurance and charge the cost amount thereof to the Loan Account or Borrowers as a Revolving Credit Loan. The Borrowers shall furnish to the Borrower’s Administrative Agent certificates or any such Guarantor’s deposit account other evidence satisfactory to the Administrative Agent of compliance with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loansforegoing insurance provisions. The Lender Administrative Agent shall not, by the fact of approving, disapproving, accepting, obtaining disapproving or failing to obtain accepting any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuitslaw suits, and the Borrower and each other member of the Borrower Affiliated Group Borrowers hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. (a) The Borrower shall, and each of its Subsidiaries shall cause each other member of the Borrower Affiliated Group to, maintain its their properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and shall maintain or cause to be maintained their business. (or to be replaced as neededb) all Leases as may be required for the conduct of the Borrower’s The Borrower and each other member of the Borrower Affiliated Group’s business. The Borrower its Subsidiaries shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty insurance on its properties with financially sound and reputable insurers in such amounts and with such coverages, endorsements, deductibles and expiration dates as the officers managers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequate, as are customary in the industry for companies of established reputation engaged in the same or similar business and owning or operating similar properties and as shall be reasonably satisfactory to the Lender. The Lender shall be named as loss payee and payee, additional insured (as applicable) on and/or mortgagee under such insurance policies held by as the Lender shall require from time to time, and the Borrower shall provide to the Lender loss payable endorsements in form and each Guarantor and substance reasonably satisfactory to the Lender. In addition, the Lender shall be given 15 days’ prior written thirty (30) days advance notice of any cancellation or modification of such insurance. If such In the event of failure to provide and maintain insurance expires without being immediately renewed or replacedas herein provided, the LenderLender may, in at its reasonable discretionoption, may provide such insurance and charge the cost amount thereof to the Loan Account or Borrower as a Revolving Credit Loan. The Borrower shall furnish to the Borrower’s Lender certificates or any such Guarantor’s deposit account other evidence satisfactory to the Lender of compliance with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loansforegoing insurance provisions. The Lender shall not, by the fact of approving, disapproving, accepting, obtaining disapproving or failing to obtain accepting any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuitslaw suits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. (a) The Borrower shall, and each of its Subsidiaries shall cause each other member of the Borrower Affiliated Group to, maintain its their properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and shall maintain or cause to be maintained their business. (or to be replaced as neededb) all Leases as may be required for the conduct of the Borrower’s The Borrower and each other member of the Borrower Affiliated Group’s business. The Borrower its Subsidiaries shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability liability, casualty and casualty business interruption insurance on their properties (including all Collateral) with financially sound and reputable insurers in such amounts and with such coverages, endorsements, deductibles and expiration dates as the officers of the Borrower and such other member of the Borrower Affiliated Group may determine in the exercise of their reasonable judgment deem to be adequate, as are customary in the industry for companies of established reputation engaged in the same or similar business and owning or operating similar properties and as shall be reasonably satisfactory to the Lender. The Lender shall be named as loss payee and payee, additional insured (as applicable) on and/or mortgagee under such insurance policies held by as the Lender shall reasonably require from time to time, and the Borrower shall provide to the Lender lender’s loss payable endorsements in form and each Guarantor and substance reasonably satisfactory to the Lender. In addition, the Lender shall be given 15 days’ prior written thirty (30) days advance notice of any cancellation or modification of such insurance. If such In the event of failure to provide and maintain insurance expires without being immediately renewed or replacedas herein provided, the LenderLender may, in at its reasonable discretionoption, may provide obtain such insurance and charge the cost amount thereof to the Loan Account or Borrower as a Revolving Credit Loan. The Borrower shall furnish to the Borrower’s Lender certificates or any such Guarantor’s deposit account other evidence satisfactory to the Lender of compliance with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loansforegoing insurance provisions. The Lender shall not, by the fact of approving, disapproving, accepting, obtaining disapproving or failing to obtain accepting any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuitslaw suits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. (a) The Borrower shall, and each of its Subsidiaries shall cause each other member of the Borrower Affiliated Group to, maintain its their properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and shall maintain or cause to be maintained their business. (or to be replaced as neededb) all Leases as may be required for the conduct of the Borrower’s The Borrower and each other member of the Borrower Affiliated Group’s business. The Borrower its Subsidiaries shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty insurance on its properties (including all Collateral) with financially sound and reputable insurers in such amounts and with such coverages, endorsements, deductibles and expiration dates as the officers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequate, as are customary in the industry for companies of established reputation engaged in the same or similar business and owning or operating similar properties and as shall be reasonably satisfactory to the Lender. The Lender shall be named as loss payee and payee, additional insured (as applicable) on and/or mortgagee under such insurance policies held by as the Lender shall require from time to time, and the Borrower shall provide to the Lender loss payable endorsements in form and each Guarantor and substance reasonably satisfactory to the Lender. In addition, the Lender shall be given 15 days’ prior written thirty (30) days advance notice of any cancellation or modification of such insurance. If such In the event of failure to provide and maintain insurance expires without being immediately renewed or replacedas herein provided, the LenderLender may, in at its reasonable discretionoption, may provide such insurance and charge the cost amount thereof to the Loan Account or Borrower as a Revolving Credit Loan. The Borrower shall furnish to the Borrower’s Lender certificates or any such Guarantor’s deposit account other evidence satisfactory to the Lender of compliance with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loansforegoing insurance provisions. The Lender shall not, by the fact of approving, disapproving, accepting, obtaining disapproving or failing to obtain accepting any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuitslaw suits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. (c) Borrower shall at all times preserve, renew and keep in full force and effect its corporate existence and rights and franchises with respect thereto and maintain in full force and effect all permits, licenses, trademarks, trade names, approvals, authorizations, leases and contracts necessary to carry on the business as presently or proposed to be conducted. The Borrower shallshall give Lender thirty (30) days prior written notice of any proposed change (a) in its corporate name, which notice shall set forth the new name and Borrower shall cause each Guarantor to, from time deliver to time, furnish Lender a copy of the amendment to the Lender with reasonable promptness certificates Certificate of Incorporation of Borrower providing for the name change certified by the Secretary of State of the jurisdiction of formation of Borrower as soon as it is available, (b) in the location of Borrower’s chief executive office, its principal place of business, any office in which it maintains books or other evidence reasonably satisfactory records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions establishment of any such new office or facility), (c) in Borrower’s organizational structure or jurisdiction of the Security Documents that require the maintenance incorporation or formation, or (d) in Borrower’s federal taxpayer identification number or organizational identification number assigned to it by its state of insuranceorganization.

Maintenance and Insurance. The Borrower shall, and shall cause each other member of the Borrower Affiliated Group its Significant Subsidiaries to, protect and preserve all of its properties, including, without limitation, all of its Patents, shall obtain all new Patents as are necessary or advisable for the conduct o its business, and shall maintain all of its tangible properties in good repair, working order and condition (normal wear and tear excepted) from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto as the Borrower or such Significant Subsidiary, in the exercise of its reasonable judgment, deems necessary or advisable, as required for the normal conduct of its business business, and shall maintain comply with the provisions of all material leases to which it is a party or cause under which it occupies property so as to be maintained (prevent any material loss or forfeiture thereof or thereunder if, in any such case, the failure to be replaced as needed) all Leases as may be required for the conduct of the Borrower’s and each other member do so would have a Material Adverse Effect. Each of the Borrower Affiliated Group’s business. The Borrower and its Significant Subsidiaries shall and shall cause each other member of the Borrower Affiliated Group to at all times times, to the extent available, in the Borrower's reasonable discretion, on reasonable economic terms, maintain liability and casualty insurance with financially sound and reputable insurers or self-insure in such amounts as 32 38 the officers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequateadequate or as required by any applicable law. The Lender Borrower shall be named as loss payee and additional insured (as applicable) on such insurance policies held by the Borrower and each Guarantor and shall be given 15 days’ prior written notice of any cancellation or modification of such insurance. If such insurance expires without being immediately renewed or replaced, the Lender, in its reasonable discretion, may provide such insurance and charge the cost thereof furnish to the Loan Account Administrative Agent certificates or other evidence satisfactory to the Borrower’s or any such Guarantor’s deposit account Administrative Agent of compliance with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loansforegoing insurance provisions. The Lender Administrative Agent shall not, by the fact of approving, disapproving, accepting, obtaining disapproving or failing to obtain accepting any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. The Borrower shallshall keep the Property in first-class condition with proper repair and maintenance. Borrower shall obtain and keep in force, or to the extent insurance is to be obtained and kept in force by Tenant rather than Borrower pursuant to the Lease, cause the Tenant to obtain and keep in force, such insurance with Lender named as additional insured or loss payee, as the case may be, and shall cause each provide Lender with such evidence of insurance as Lender may require. Notwithstanding the foregoing, if Tenant fails to obtain and keep in force such insurance in accordance with the Lease, Borrower shall fulfill such insurance obligations, including, but not limited to the following: (a) Insurance required in any Loan Document; (b) An all occurrence casualty insurance policy covering the Improvements and all other member tangible items of Collateral; (c) Comprehensive general liability coverage; and (d) Flood insurance, to the extent located in a flood zone, in an amount equal to the lesser of the Borrower Affiliated Group to, maintain its properties in good repair, working order and condition (normal wear and tear excepted) as required for aggregate outstanding amount of the normal conduct of its business and shall maintain Loan or cause the maximum available. Such insurance to be maintained (or to be replaced as needed) all Leases as may be required for the conduct of the Borrower’s and each other member of the Borrower Affiliated Group’s business. The Borrower shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty insurance with financially sound and reputable insurers in such amounts and form and by such companies as the officers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequate. The Lender shall be named as loss payee approved by Lender, certificates of which policies (together with appropriate endorsements thereto, evidence of payment of premiums thereon and additional insured (as applicable) on such insurance policies held written agreement by the Borrower and each Guarantor and shall be given 15 insurer or insurers therein to give Lender thirty (30) days’ prior written notice of any cancellation or modification of such insurance. If such insurance expires without being immediately renewed or replaced, the intention to cancel) shall be promptly delivered to Lender, said insurance coverage to be kept in its reasonable discretionfull force and effect at all times. Borrower will furnish to Lender such evidence of insurance as Lender may require. Xxxxxxxx agrees that, may provide such insurance and charge in the cost thereof event it fails to pay or cause to be paid the Loan Account or to the Borrower’s or any such Guarantor’s deposit account with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loans. The Lender shall not, by the fact of approving, disapproving, accepting, obtaining or failing to obtain premium on any such insurance, incur liability Lender may do so and be reimbursed by Xxxxxxxx therefor on demand with interest thereon at the Default Rate. Borrower assigns to Lender any returned or unearned premiums that may be due Borrower upon cancellation of any such policies for any reason whatsoever and directs the form insurers to pay Lender any amounts so due. Xxxxxx is appointed Xxxxxxxx’s attorney-in-fact (without requiring Lender to act as such) to endorse any check which may be payable to Borrower and to collect such returned or legal sufficiency unearned premiums or the proceeds of insurance contracts, solvency of insurance companies or payment of lawsuitssuch insurance, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the any amount so collected may be applied by Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions toward satisfaction of any of the Security Documents that require the maintenance of insuranceObligations.

Maintenance and Insurance. The Borrower shall, and shall cause ------------------------- each other member of the Borrower Affiliated Group to, maintain its properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and from time to time the Borrower will make or cause to be made, and cause each other member of the Borrower Affiliated Group to make or cause to be made, all necessary and proper repairs, renewals, replacements, additions and improvements thereto so that the business of the Borrower and such other members of the Borrower Affiliated Group may be properly and advantageously conducted at all times in the manner and custom of companies in the same or similar businesses and shall maintain or cause to be maintained (or to be replaced as needed) all Leases as may be required for the conduct of the Borrower’s 's and each other member of the Borrower Affiliated Group’s 's business. The Borrower shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty insurance with financially sound and reputable insurers in such amounts as the officers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequateadequate in the manner and custom of companies in the same or similar businesses, but which, in the case of Inventory, shall in no event be less than the full replacement value of the property so insured. The Lender Administrative Agent shall be named as mortgagee, loss payee and additional insured (as applicable) on such insurance policies held by the Borrower and each Guarantor and shall be given 15 (x) 10 days’ ' prior written notice of any cancellation or modification of insurance as a result of the failure of any member of the Borrower Affiliated Group to pay the premiums thereon and (y) 30 days' prior written notice of any cancellation or modification of insurance for any reason other than non-payment of premiums thereon (except, in each case, with respect to the insurance of the Excluded Foreign Subsidiaries). If the Borrower or any other member of the Borrower Affiliated Group (other than any Excluded Foreign Subsidiary) fails to provide such insurance. If such insurance expires without being immediately renewed or replaced, the LenderAdministrative Agent, in its sole and reasonable discretion, may provide such insurance and charge the cost thereof to the Loan Account and if, at the time such sums are (or are to be) charged to the Loan Account, such sums, plus the aggregate principal amount of all Revolving Loans outstanding, plus the aggregate principal amount of all Swingline Loans outstanding, plus the aggregate Stated Amount of Letters of Credit outstanding at such time, plus the aggregate amount of all unreimbursed draws under outstanding Letters of Credit, equals or exceeds the lesser of (A) the aggregate amount of the Revolving Credit Commitments of all of the Banks at such time, and (B) the Borrowing Base at such time, the Administrative Agent may charge the cost thereof to the Borrower’s 's or any such Guarantor’s other member of the Borrower Affiliated Group's deposit account with the LenderAdministrative Agent. Any payment not recovered from the Borrower or such Guarantor any other member of the Borrower Affiliated Group shall bear interest at the Base Prime Rate plus the Applicable Base Prime Rate Margin then in effect applicable to Revolving Loans. The Lender Administrative Agent shall not, by the fact of approving, disapproving, accepting, obtaining or failing to obtain any such insurance, incur liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunderthereunder (unless such liability results from the gross negligence or willful misconduct of the Administrative Agent). The Borrower shall, and shall cause each Guarantor other member of the Borrower Affiliated Group to, from time to time, time furnish to the Lender Administrative Agent with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender Administrative Agent of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Loan Documents that require the maintenance of insurance.

Maintenance and Insurance. The Borrower shall, and shall cause each other Each member of the Borrower Affiliated Group to, shall maintain its properties in good repair, working order and condition (normal reasonable wear and tear tear, and damage caused by fire or other casualty to the extent fully covered by insurance (after giving effect to any applicable commercially reasonable deductible), excepted) as required for the normal conduct of its business (after giving effect to the Purchase Transactions) and from time to time the members of the Borrower Affiliated Group will make or cause to be made all needful and proper repairs, renewals, replacements, additions and improvements thereto so that the business of the Borrower Affiliated Group may be properly and advantageously conducted at all times and shall maintain or cause to be maintained (or to be replaced as needed) all Leases as may be required for the conduct of the Borrower’s and each other member of the Borrower Affiliated Group’s 's business. The Borrower shall and shall cause each other Each member of the Borrower Affiliated Group to shall at all times maintain liability and casualty insurance with financially sound and reputable insurers in such amounts as the officers of the Borrower and such other member members of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequate. The Lender Collateral Agent shall be named as loss payee and additional insured (as applicable) on such insurance policies held by the Borrower and each Guarantor and shall be given 15 30 days’ ' prior written notice of any cancellation or modification of such insurance. If any member of the Borrower Affiliated Group fails to provide such insurance expires without being immediately renewed or replacedinsurance, the LenderCollateral Agent, in its reasonable sole and complete discretion, may provide such insurance and charge the cost thereof to the Loan Account or to the Borrower’s or any such Guarantor’s Borrowers' deposit account with the LenderAgent or any Bank. Any payment not recovered from the Borrower or such Guarantor Borrowers shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loanseffect. The Lender shall notNeither the Agent nor any Bank shall, by the fact of approving, disapproving, accepting, obtaining or failing to obtain any such insurance, incur liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Each member of the Borrower shall, and Affiliated Group shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness Collateral Agent certificates or other evidence reasonably satisfactory to the Lender Agent of compliance with the foregoing insurance provisions. The provisions provision of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. The Borrower shall, and shall cause each other member of the Borrower Affiliated Group to, maintain its properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and from time to time the Borrower will make or cause to be made, and cause each other member of the Borrower Affiliated Group to make or cause to be made, all necessary and proper repairs, renewals, replacements, additions and improvements thereto so that the business of the Borrower and such other members of the Borrower Affiliated Group may be properly and advantageously conducted at all times and shall maintain or cause to be maintained (or to be replaced as needed) all Leases as may be required for the conduct of the Borrower’s and each other member of the Borrower Affiliated Group’s business. The Borrower shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty insurance with financially sound and reputable insurers in such amounts as the officers of the Borrower and such other member of the Borrower Affiliated Group in the exercise of their reasonable judgment deem to be adequate. The Lender Administrative Agent shall be named as mortgagee, loss payee and additional insured (as applicable) on such insurance policies held by the Borrower and each Guarantor and shall be given 15 30 days’ prior written notice of any cancellation or modification of such insurance. If the Borrower or any other member of the Borrower Affiliated Group fails to provide such insurance expires without being immediately renewed or replacedinsurance, the LenderAdministrative Agent, in its reasonable sole discretion, may provide such insurance and charge the cost thereof to the Loan Account or to the Borrower’s or any such Guarantorother member of the Borrower Affiliated Group’s deposit account with the LenderAdministrative Agent. Any payment not recovered from the Borrower or such Guarantor any other member of the Borrower Affiliated Group shall bear interest at the Base Prime Rate plus the Applicable Base Prime Rate Margin then in effect applicable to Revolving Credit Loans. The Lender Administrative Agent shall not, by the fact of approving, disapproving, accepting, obtaining or failing to obtain any such insurance, incur liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits, and the Borrower and each other member of the Borrower Affiliated Group hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor other member of the Borrower Affiliated Group to, from time to time, furnish to the Lender with reasonable promptness Administrative Agent certificates or other evidence reasonably satisfactory to the Lender Administrative Agent of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.

Maintenance and Insurance. The (a) Each Borrower shall, and each of its Significant Subsidiaries shall cause each other member of the Borrower Affiliated Group to, maintain its properties in good repair, working order and condition (normal wear and tear excepted) as required for the normal conduct of its business and shall maintain or cause to be maintained business. (or to be replaced as neededb) all Leases as may be required for the conduct of the Borrower’s Each Borrower and each other member of the Borrower Affiliated Group’s business. The Borrower its Subsidiaries shall and shall cause each other member of the Borrower Affiliated Group to at all times maintain liability and casualty property damage insurance on its properties (including all Collateral) with financially sound and reputable insurers qualified to do business in the states in which they are providing coverage, in such amounts and with such coverages, endorsements, deductibles and expiration dates as the officers of such Borrower or its Subsidiaries, as the Borrower and such other member of the Borrower Affiliated Group case may be, in the exercise of their reasonable judgment deem to be adequate, as are customary in the industry for companies of established reputation engaged in the same or similar business and owning or operating similar properties. The Lender Agent shall be named as loss payee and payee, additional insured (and/or mortgagee, as applicable) on , under such insurance policies held by as the Borrower Agent shall require from time to time, and each Guarantor the Borrowers shall provide to the Agent lender's loss payable endorsements in form and substance reasonably satisfactory to the Agent. All such insurance shall contain a waiver of subrogation clause. In addition, the Agent shall be given 15 days’ prior written fifteen (15) days advance notice of any cancellation cancellation, material modification or modification non-renewal of such insurance. If such In the event of failure to provide and maintain insurance expires without being immediately renewed or replacedas herein provided, the LenderAgent may, in at its reasonable discretionoption, may provide such insurance and charge the cost thereof to the Loan Account or Borrowers as a Revolving Credit Loan. The Borrowers shall furnish to the Borrower’s Agent certificates or any such Guarantor’s deposit account other evidence satisfactory to the Agent in its sole discretion of compliance with the Lender. Any payment not recovered from the Borrower or such Guarantor shall bear interest at the Base Rate plus the Applicable Base Rate Margin then in effect applicable to Revolving Loansforegoing insurance provisions. The Lender Agent shall not, by the fact of approving, disapproving, accepting, obtaining disapproving or failing to obtain accepting any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuitslosses, and the each Borrower jointly and each other member of the Borrower Affiliated Group severally hereby expressly assumes full responsibility therefor and liability, if any, thereunder. The Borrower shall, and shall cause each Guarantor to, from time to time, furnish to the Lender with reasonable promptness certificates or other evidence reasonably satisfactory to the Lender of compliance with the foregoing insurance provisions. The provisions of this Section 5.3 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.