Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 6 contracts
Samples: Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (iii) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or Parent Borrower and its Restricted Subsidiaries and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) maintain property and liability policies that provide that in the event of any material change in the policy, or any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least thirty (30) days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten (10) days prior written notice thereof; and (iiv) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and each Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower and its Restricted Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Parent Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Parent Borrower.
Appears in 5 contracts
Samples: Credit Agreement (Atkore International Group Inc.), Intercreditor Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to any the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) times, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties each Borrower and each Subsidiary Guarantor and the Collateral Agent, the applicable Collateral Representative and/or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the applicable Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower Representative.
Appears in 5 contracts
Samples: Credit Agreement (SiteOne Landscape Supply, Inc.), Credit Agreement (SiteOne Landscape Supply, Inc.), Credit Agreement (SiteOne Landscape Supply, Inc.)
Maintenance of Property; Insurance. Keep all property useful (a) Maintain with financially sound and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all its property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability liability, cargo loss and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, ; and furnish to the Administrative AgentAgent with copies for each Lender, upon written request, full information in reasonable detail as to the insurance carriedcarried except to the extent that the failure to do any of the foregoing with respect to any such property could not reasonably be expected to materially adversely affect the value or usefulness of such property; provided that in any event the Borrower will maintain, and will cause each of its Subsidiaries to maintain, to the extent obtainable on commercially reasonable terms, (i) property and casualty insurance on all real and personal property on an all risks basis (including the perils of flood and quake), covering the repair or replacement cost of all such property and consequential loss coverage for business interruption and extra expense (which shall be limited to fixed construction expenses and such other business interruption expenses as are otherwise generally available to similar businesses), covering such risks, for such amounts not less than those, and with deductible and self-insurance amounts not greater than those, set forth in Schedule 6.5, (ii) ensure thatpublic liability insurance (including products liability coverage) covering such risks, subject for such amounts no less than those, and with deductible amounts not greater than those, set forth in Schedule 6.5 and (iii) such other insurance coverage in such amounts and with respect to any Intercreditor Agreementsuch risks as the Required Lenders may reasonably request. All such insurance shall be provided by insurers or reinsurers which (x) in the case of the United States insurers and reinsurers have an A.M. Best policyholders rating of not less than A- with respect to primary insurance and B+ with respect to excess insurance and (y) in the case of non-United States insurers or reinsurers, the providers of at all times on least 80% of such insurance have either an ISI policyholders rating of not less than A, an A.M. Best policyholders rating of not less than A- or a surplus of not less than $500,000,000 with respect to primary insurance, and after an ISI policyholders rating of not less than BBB with respect to excess insurance, or, if the date that relevant insurance is 30 days after the Restatement Effective Date (or not available from such later date insurers, such other insurers as may be agreed by the Administrative Agent may approve in its sole discretion) the Collateral Agent, for the benefit writing. Such insurers may include a Subsidiary of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by Borrower; provided that such Subsidiary need not satisfy the Loan Parties and the Collateral Agent, for the benefit foregoing requirements if all but $15,000,000 of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; insurance provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of Subsidiary is reinsured by one or more reinsurers which satisfy such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancerequirements.
Appears in 4 contracts
Samples: Credit Agreement (Southern California Microwave Inc), Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Holdings Inc)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after Collateral Agent or the Restatement Effective Date Cash Flow Collateral Representative (or such later date as may be agreed by the Administrative Agent in its sole discretion) bailee for perfection for the Collateral Agent), for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance for the property insuranceMortgaged Properties, in each case to maintained by the extent insuring the CollateralBorrower and any Subsidiary Guarantor that is a Loan Party; provided that, (A) unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties and (and, for the avoidance of doubt, ) any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, (B) unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 4 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan PartiesHoldings and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesHoldings and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) ensure thatuse commercially reasonable efforts to ensure, that subject to the ABL Intercreditor Agreement, the Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Holdings and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by Holdings and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Holdings any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties Holdings and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower Holdings and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to Holdings.
Appears in 4 contracts
Samples: Credit Agreement (Univar Inc.), Credit Agreement (Univar Inc.), Credit Agreement (Univar Inc.)
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after ABL Collateral Agent or the Restatement Effective Date Secured Party Representative (or such later date as may be agreed by bailee for perfection for the Administrative Agent in its sole discretion) the ABL Collateral Agent), for the benefit of the Secured Parties, shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties policies, and the ABL Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insuranceinsurance covering Inventory and/or Transportation Equipment that constitutes Collateral maintained by any Loan Party and in accordance with Section 3.4 of the CF Intercreditor Agreement as in effect on the Closing Date; and, in each case respect of any such policy, provide at least 30 days’ written notice to the extent insuring Administrative Agent prior to the Collateralexercise of any right of cancellation by the applicable Loan Party and, as soon as possible and in any event within 30 days of the receipt thereof, promptly give notice to the Administrative Agent upon receipt of any written notice delivered by an insurance provider of its intent to exercise any right of cancellation; provided that, unless an Event of Default or a Liquidity Event shall have occurred and be continuing, the ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicableParties, and, unless an Event of Default shall have occurred and be continuing, the ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower of Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 3 contracts
Samples: Credit Agreement (US Foods Holding Corp.), Credit Agreement (US Foods Holding Corp.), Abl Credit Agreement (US Foods Holding Corp.)
Maintenance of Property; Insurance. Keep Broker/Dealer shall maintain and preserve all property of its Property which is used or useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, condition (ordinary wear and tear excepted) and make all necessary repairs thereto and renewals and replacements thereof except where failure to do so would not reasonably be expected to have result, in the aggregate, in a Material Adverse Effect; use commercially reasonable efforts to (i) . Broker/Dealer further shall maintain insurance with responsible and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material associations with respect to the business of the Loan Parties, taken as a wholeits properties and business, in at least such amounts and against at least covering such risks (but including as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event public liability in amount, adequacy and business interruption) scope reasonably satisfactory to Lender. All property policies are to be made payable to Lender in case of loss, under a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, Lender may require to fully protect its interest and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreementpayments to be made under such policies. Broker/Dealer shall make or cause to be made all necessary repairs or replacements of its property and equipment and any proceeds of insurance shall, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring that such proceeds are paid to Lender, be paid by Lender to Broker/Dealer as reimbursement for the Collateralcosts of such repairs or replacements. All certificates of insurance are to be delivered to Lender and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of Lender and such other Persons as Lender may designate from time to time, and shall provide ten (10) days’ prior written notice before the effective date of cancellation if insurer cancels for non-payment of premium or for not less than thirty (30) days’ prior written notice to Lender of the exercise of any right of cancellation for any other reason. If Broker/Dealer fails to maintain such insurance, Lender may arrange for such insurance, but at Broker/Dealer’s expense and without any responsibility on Lender’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the sole right, in its name or in the name of Broker/Dealer, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, 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; provided that, unless an Event otherwise applied toward the repayment of Default the Obligations, any amounts collected by Lender in connection with such insurance policies shall, at any time that Lender shall not have occurred elected to terminate the Loan Commitment and declare the Loans due and payable hereunder, be continuing, the Collateral Agent shall turn over remitted to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligor.
Appears in 3 contracts
Samples: Revolving Note and Cash Subordination Agreement (Cohen & Co Inc.), Paymaster Agreement (Cohen & Co Inc.), Revolving Note and Cash Subordination Agreement (Cohen & Co Inc.)
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order (excluding ordinary wear and conditiontear and, except where failure subject to do so would not reasonably be expected to have a Material Adverse EffectSection 4.8, casualty or condemnation); use commercially reasonable efforts to (ib) maintain insurance coverage with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the on physical assets and against other business of the Loan Parties, taken as a whole, risks in at least such amounts and against at least of such risks types as are customarily carried by companies similar in size and nature (but including in any event without limitation casualty and public liability and property damage insurance), and in the event of acquisition of additional property, real or personal, or of the incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business interruptionjudgment and present practice or any applicable Requirements of Law would dictate and in the event of any Mortgaged Property located in a Flood Hazard Zone, maintain at all times flood insurance on such property from such insurance providers, on such terms and in such amounts as required under the Flood Laws or as otherwise reasonably required by any Lender; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in the case of personal property interests, lender loss payee) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against their respective interests may appear; (d) in the same general area by companies engaged in case of all public liability insurance policies, such policies shall list the same or a similar businessAgent as an additional insured, and furnish to as the Administrative Agent, upon written Agent may reasonably request, information in reasonable detail as to the insurance carried; and (iie) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if requested by the Administrative Agent in its sole discretion) the Collateral Agent, for certificates evidencing such policies, including all endorsements thereto, to be deposited with the benefit of Agent, such certificates being in form and substance reasonably acceptable to the Secured PartiesAgent; provided that if any Credit Party fails to insure or fails to pay the premiums on any required insurance (including, shall be named as an additional insured without limitation, flood insurance), Agent may (but is not obligated to), and, with respect to liability policies maintained by the Loan Parties flood insurance only, any Lender may (but shall not be obligated to), following forty-five (45) days’ notice to Agent and the Collateral AgentBorrowers, have the insurance issued or renewed (and pay the premiums on it for the benefit account of the Secured Partiesapplicable Credit Party) in amounts and with companies and at premiums as Agent or such Lender deems appropriate or, shall be named as loss payee with respect to the property flood insurance, in each case as required by the Flood Laws; provided, further, that no Lender may have insurance issued or renewed if Agent or any other Lender shall have issued or renewed insurance pursuant to the extent insuring foregoing. If Agent or any Lender elects to have insurance issued or renewed to insure the Collateral; provided thatinterests of the applicable Credit Party, unless an Event of Default Agent or such Lender shall have occurred and no obligation to also insure such Credit Party’s interest or to notify such Credit Party of its actions. Any sums paid by Agent or any Lender for insurance as provided above shall be continuing, the Collateral Agent shall turn over added to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceIndebtedness.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Archaea Energy Inc.), Credit Agreement (Archaea Energy Inc.), Revolving Credit and Term Loan Agreement (Archaea Energy Inc.)
Maintenance of Property; Insurance. (a) Keep all property material Property and systems useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted, and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all property material to the business of the Loan Parties, taken as a whole, its Property in at least such amounts and against at least such risks (but including in any event public liability and business interruptionproduct liability) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business. The Parent Borrower shall furnish certificates, policies and endorsements to Administrative Agent as Administrative Agent shall reasonably require as proof of such insurance, and, if the Parent Borrower fails to do so, Administrative Agent is authorized, but not required, to obtain such insurance at the expense of the Parent Borrower. All policies shall provide for at least thirty (30) days prior written notice to Administrative Agent of any cancellation or reduction of coverage and that Administrative Agent may act as attorney-in-fact for the Parent Borrower in obtaining, and furnish at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. The Parent Borrower shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Parent Borrower shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent, upon written request, information in reasonable detail as . Any such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the ratable benefit of the Secured Parties, as its interests may appear and further specify that Administrative Agent shall be named as an additional insured with respect to liability policies maintained paid regardless of any act or omission by the Loan Parties and Parent Borrower or any of its Affiliates. Subject to the Collateral terms of the Intercreditor Agreement, the Administrative Agent, for the benefit of the Secured Partiesat its option, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an may apply any insurance proceeds received by Administrative Agent at any time while any Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over continuing to the Borrower cost of repairs or replacement of Collateral and/or, to payment of the Obligations, whether or not then due, in any amounts received by it order and in such manner as an additional insured Administrative Agent may determine or loss payee under any hold such property insurance maintained by such Loan Parties (and, proceeds as cash collateral for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligations.
Appears in 3 contracts
Samples: Credit Agreement (Nabors Industries LTD), Credit Agreement (Parker Drilling Co /De/), Credit Agreement (Parker Drilling Co /De/)
Maintenance of Property; Insurance. Keep The Company will keep, and cause each of its Subsidiaries to keep, all property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition; maintain, except where failure and cause each of its Subsidiaries to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain maintain, with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all its and its Subsidiaries' property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including including, in any event event, public liability and business interruptionproduct liability insurance if available) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, business and furnish to the Administrative AgentAgent on behalf of the Lenders, upon written request, full information in reasonable detail as to the all insurance carried; . All insurance policies required by this Subsection 6.5 shall be in form and (ii) ensure that, subject substance and issued by companies reasonably satisfactory to the Agent and the Lenders. The Company may maintain the coverages required by this Subsection 6.5 under blanket policies covering the premises and other locations owned or operated by the Company or any Intercreditor Agreement, of its Subsidiaries if the terms of such blanket policies otherwise comply with the provisions of this Subsection 6.5. Each policy of insurance required under this Subsection 6.5 shall provide that it may not be canceled or otherwise terminated without at all times on and after the date that is least 30 days after the Restatement Effective Date days' prior written notice (or such later date other period as the Lenders may agree) to the Collateral Agent and shall permit (but not require or obligate) the Collateral Agent to pay any premium therefor within 10 days after receipt of any notice stating that such premium has not been paid when due. Settlement of any claim under any of the insurance policies referred to in this Subsection 6.5 involving a loss of $250,000 or more (in the reasonable judgment of the Agent) shall require the prior written approval of the Agent and all the Lenders. At least 30 days prior to the expiration of any insurance policy (or such other period as the Lenders may agree), a policy or policies renewing or extending such expiring policy or renewal or extension certificates shall be agreed delivered to the Collateral Agent, together with a receipt showing payment of the premium therefor. The Company shall not purchase separate insurance policies concurrent in form or contributing in the event of loss with those policies required to be maintained under this Subsection 6.5 unless the policy evidencing such insurance otherwise complies with the requirements of this Subsection 6.5. The Company shall immediately notify the Agent whenever any such separate insurance policy is obtained and shall promptly deliver to the Collateral Agent the policy or certificate evidencing such insurance. The Company shall, immediately upon receipt of any written notice of any failure by the Administrative Company to pay any insurance premium in respect of any insurance required to be maintained under this Subsection 6.5, furnish a copy of such notice to the Agent in its sole discretion) and the Collateral Agent. Upon the occurrence of an Event of Default hereunder, all insurance policies shall name the Collateral Agent, for the benefit of the Secured PartiesAgent and the Lenders, shall be named as sole loss payee and as an additional insured with respect to liability under all such policies maintained by the Loan Parties and thereafter the Collateral Agent, for the benefit of the Secured Parties, Agent shall continue to be named as sole loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless and as an additional named insured whether or not an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 3 contracts
Samples: Credit Agreement (Memberworks Inc), Credit Agreement (Vertrue Inc), Credit Agreement (Memberworks Inc)
Maintenance of Property; Insurance. Keep its insurable properties (including, without limitation, any Collateral at any time securing all property useful and necessary in the business or any part of the Loan Parties, taken as a whole, in good working order Indebtedness) adequately insured and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to maintain (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts against fire and against at least such other risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually customarily insured against in the same general area under a “broad form property coverage” policy and such additional risks customarily insured against by companies engaged in the same or a similar businessbusiness to that of Borrower, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure thatnecessary workers’ compensation insurance, subject to any Intercreditor Agreement(iii) public liability and product liability insurance, at all times on and after the date that is 30 days after the Restatement Effective Date (or iv) such later date other insurance as may be agreed required by the Administrative Agent law or as may be reasonably required in its sole discretion) the Collateral writing by Agent, all of which insurance shall be in such amounts, contain such terms, be in such form, be for such purposes, prepaid for such time periods, and written by such companies as may be satisfactory to Agent. Borrower will promptly deliver to Agent, at Agent’s request, evidence satisfactory to Agent that such insurance has been so procured. If Borrower fails to maintain satisfactory insurance as herein provided, Agent shall have the benefit option (but not the obligation) to do so, and Borrower agrees to repay the Lenders, upon demand, with interest at the highest rate of interest applicable to any of the Secured PartiesIndebtedness, shall be named as an additional insured with respect to liability policies maintained all amounts so expended by the Loan Parties and the Collateral Lenders. Borrower hereby appoints Agent, for or any employee or agent of Agent, as Borrower’s attorney-in-fact, which appointment is coupled with an interest and irrevocable, and authorizes Agent, or any employee or agent of Agent, on behalf of such Borrower, exercisable after the benefit occurrence and during the continuance of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred Default, to adjust and compromise any loss under any insurance constituting or pertaining to the Collateral, including without limitation, any insurance obtained by Agent under the preceding sentence, and to endorse any check or draft payable to Borrower in connection with returned or unearned premiums on said insurance or the proceeds of said insurance, and any amount so collected may be continuingapplied toward satisfaction of the Indebtedness; provided, the Collateral however, that Agent shall turn over not be required hereunder so to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceact.
Appears in 3 contracts
Samples: Mortgage Warehousing Agreement (M/I Homes, Inc.), Mortgage Warehousing Agreement (M I Homes Inc), Mortgage Warehousing Agreement (M I Homes Inc)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and all as determined in good faith by the Parent Borrower or such Restricted Subsidiary; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the other Secured Parties, Parties shall be named as an additional insured with respect to liability policies maintained by the Loan Parties any Borrower and any Subsidiary Guarantor and the Collateral Agent, for the benefit of the other Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateralinsurance maintained by any Borrower and any Subsidiary Guarantor; provided that, (A) unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower or its Subsidiaries (and, for the avoidance of doubt, doubt any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cSection 4.4(b) to the extent applicable, and, and (B) unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower or Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 3 contracts
Samples: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings, Inc), Credit Agreement
Maintenance of Property; Insurance. (i) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices practice of the Loan Parties Parent Borrower and its Restricted Subsidiaries or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties each Borrower and each Subsidiary Guarantor and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and each Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the applicable Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower Representative.
Appears in 2 contracts
Samples: Credit Agreement (Core & Main, Inc.), Credit Agreement (Core & Main, Inc.)
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in its business in working order (ordinary wear and tear excepted); (b) maintain insurance coverage with financially sound and reputable insurance companies on physical assets and against other business risks in such amounts and of such types as are customarily carried by companies similar in size and nature (including without limitation casualty and public liability and property damage insurance), and in the business event of acquisition of additional property, real or personal, or of the Loan Partiesincurrence of additional risks of any nature, taken increase such insurance coverage in such manner and to such extent as a wholeprudent business judgment and present practice or any applicable Requirements of Law would dictate; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in good working order the case of personal property interests, lender loss payee) as their respective interests may appear; (d) in the case of all public liability insurance policies, such policies shall list the Agent as an additional insured, as the Agent may reasonably request; and condition(e) if requested by the Agent, except where failure certificates evidencing such policies, including all endorsements thereto, to do so would be deposited with the Agent, such certificates being in form and substance reasonably acceptable to the Agent (which policies shall provide that it shall not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to canceled, modified or not renewed (i) maintain with insurance companies by reason of nonpayment of premium except upon not less than ten (including any Captive Insurance Subsidiary10) insurance on, or self insure, all property material days’ prior written notice thereof by insurer to the business of Agent (giving the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with Agent the past practices of the Loan Parties or otherwise as are usually insured against right to cure defaults in the same general area by companies engaged in the same payment of premiums) or a similar business, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure thatfor any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Agent. If any Credit Party fails to maintain such insurance, the Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, subject to any Intercreditor the terms of the Specified Subordination Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right right, in the name of the Lenders or any Credit Party, to adjust file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or settle other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance.insurance policies. 6.6
Appears in 2 contracts
Samples: Security Agreement (Rent the Runway, Inc.), Security Agreement (Rent the Runway, Inc.)
Maintenance of Property; Insurance. Keep (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to (i) at all times, keep all property useful and necessary in the business of the Loan PartiesParent and its Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) condition and maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all property material to the business of the Loan PartiesParent and its Subsidiaries, taken as a whole, in at least such amounts (subject to customary deductibles with respect to policies of insurance issued by third parties and self-insured retentions other than, as to such self-insured retentions, with respect to Revolving Loan Priority Collateral having an aggregate value in excess of $500,000) and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or Parent and its Subsidiaries and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (ii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (iiiii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties (but without any liability for any premiums) and the Collateral Agent, for the benefit of the Secured Parties, shall be named as a loss payee as its interests may appear with respect to casualty insurance policies pursuant to a non-contributory lender’s loss payable endorsements in form and substance satisfactory to Agent. Such lender’s loss payable endorsements shall specify that the property insuranceproceeds of such insurance shall be payable to Agent as its interests may appear and further specify that Agent and Lenders shall be paid regardless of any act or omission by any Borrower, in each case Guarantor or any of its or their Affiliates. All such policies shall provide for at least thirty (30) prior written notice to the extent insuring the Collateral; provided that, unless Agent of any cancellation or reduction of coverage. At any time an Event of Default shall have exists or has occurred and be is continuing, subject to the Intercreditor Agreement, Agent may act as attorney for each Borrower and Guarantor in obtaining, adjusting and settling such insurance with respect to Revolving Loan Priority Collateral. Unless and until an Event of Default or a Dominion Event exists or has occurred and is continuing (including after giving effect to any event giving rise to any claim under such insurance polices, including, but not limited to, any reduction in the Borrowing Base as a result of any loss, damage, destruction or other casualty with respect to any Collateral giving rise to any insurance claim), (A) Agent shall turn over to the Administrative Borrower any amounts received by it as an additional insured or loss payee under any such property casualty insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parent and its Subsidiaries, the disposition of such amounts to be subject to the provisions of subsection 3.4(cmandatory prepayments provided for herein and (B) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower Parent and/or the applicable Subsidiary Borrower or Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nci Building Systems Inc), Loan and Security Agreement (Nci Building Systems Inc)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party prompt notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to any the ABL/Term Loan Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) times, the Collateral AgentAgent or the applicable Collateral Representative, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral AgentAgent or the applicable Collateral Representative, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Floor & Decor Holdings, Inc.), Credit Agreement (Floor & Decor Holdings, Inc.)
Maintenance of Property; Insurance. (a) Keep all property useful real and tangible Property and systems used, useful, or necessary in its business and necessary in to develop, construct, complete, own and operate the business of Plant, including the Loan Parties, taken as a wholeMortgaged Property, in good working order and condition, ordinary wear and tear excepted, except where to the extent the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) maintain all insurance as required by the Ground Lease, and (c) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses) as are customarily carried under similar circumstances by such other Persons. All such insurance shall (i) to the extent the applicable insurer will agree based on the commercially reasonably efforts of the Borrower, provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Administrative Agent of written notice thereof (the Borrower shall deliver an insurance certificates and endorsements with respect thereto) and (ii) name the Administrative Agent as mortgagee and/or loss payee (in the case of property insurance) or additional insured (in the case of liability insurance) on behalf of the Secured Parties, as applicable. Maintain, as of a particular date, all rights of way, easements, grants, privileges, licenses, certificates and Permits necessary for the intended use by the Loan Parties of the Plant at such date, except any such item the loss of which, individually or in the aggregate, would not reasonably be expected to have materially and adversely affect or interfere with the Plant. Comply with the terms of the Ground Lease or other grant of interest in real property, including easements, so as to not permit any material uncured default on its part to exist thereunder, except where noncom-pliance therewith would not reasonably be expected to materially and adversely affect or interfere with the Plant. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Material Adverse Effect; use commercially reasonable efforts special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan Party to, (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance onmaintain, or self insurecause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all property material applicable rules and regulations promulgated pursuant to the business Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of the Loan Parties, taken as a whole, such compliance in at least such amounts form and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish substance reasonably acceptable to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Credit Agreement (New Fortress Energy LLC), Credit Agreement (NFE Financial Holdings LLC)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and all as determined in good faith by the Parent Borrower or such Restricted Subsidiary; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any the Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) and the Collateral Agent, for the benefit of the other Secured Parties, Parties shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, Agent shall be named as loss payee with respect to the property insurance, in each case to insurance maintained by the extent insuring the CollateralParent Borrower and Subsidiary Guarantor; provided that, (A) unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower or its Subsidiaries (and, for the avoidance of doubt, doubt any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cSection 4.4(b) to the extent applicable, and, and (B) unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Parent Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Credit Agreement (Hertz Global Holdings Inc), Credit Agreement (Hertz Global Holdings Inc)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for nonpayment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) ensure thatuse commercially reasonable efforts to ensure, that subject to the Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties each Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Parent Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower Representative.
Appears in 2 contracts
Samples: Credit Agreement (Mauser Group B.V.), Credit Agreement (Mauser Group B.V.)
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in its business in working order (ordinary wear and tear excepted); (b) maintain insurance coverage with financially sound and reputable insurance companies on physical assets and against other business risks in such amounts and of such types as are customarily carried by companies similar in size and nature (including without limitation casualty and public liability and property damage insurance), and in the business event of acquisition of additional property, real or personal, or of the Loan Partiesincurrence of additional risks of any nature, taken increase such insurance coverage in such manner and to such extent as a wholeprudent business judgment and present practice or any applicable Requirements of Law would dictate; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in good working order the case of personal property interests, lender loss payee) as their respective interests may appear; (d) in the case of all public liability insurance policies, such policies shall list the Agent as an additional insured, as the Agent may reasonably request; and condition(e) if requested by the Agent, except where failure certificates evidencing such policies, including all endorsements thereto, to do so would be deposited with the Agent, such certificates being in form and substance reasonably acceptable to the Agent (which policies shall provide that it shall not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to canceled, modified or not renewed (i) maintain with insurance companies by reason of nonpayment of premium except upon not less than ten (including any Captive Insurance Subsidiary10) insurance on, or self insure, all property material days’ prior written notice thereof by insurer to the business of Agent (giving the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with Agent the past practices of the Loan Parties or otherwise as are usually insured against right to cure defaults in the same general area by companies engaged in the same payment of premiums) or a similar business, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure thatfor any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Agent. If any Credit Party fails to maintain such insurance, the Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, subject to any Intercreditor the terms of the Specified Subordination Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right right, in the name of the Lenders or any Credit Party, to adjust or settle any file claims under such insurance.any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be
Appears in 2 contracts
Samples: Security Agreement (Rent the Runway, Inc.), Security Agreement (Rent the Runway, Inc.)
Maintenance of Property; Insurance. Keep all property useful Debtor shall keep its properties and necessary in the business of the Loan Parties, taken as a whole, assets in good working order and condition, except where failure consistent with past practices and shall operate its properties in compliance with applicable law; and maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may reasonably require with respect to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies Debtor’s properties and operations, in form, amounts (including limits on the amount of any Captive Insurance Subsidiary) insurance ondeductibles), or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) coverages as are consistent with the past practices customarily maintained by similar sized companies of the Loan Parties or otherwise as are usually insured against in the same general area by companies established repute engaged in the same or a similar businessbusiness as Debtor and operating in the same or similar location as Debtor with financially sound and reputable insurance companies, and furnish all of which is subject to the Administrative Agentreasonable acceptance of Lender. Such insurance shall specifically include, upon but shall not be limited to fire and casualty insurance on the Property and its contents for its full replacement cost and flood insurance as deemed acceptable to Lender and as required by law. Debtor will deliver to Lender before or on the Closing Date, the policies and certificates of insurance, including stipulations that coverages will not be canceled or diminished (i) without at least thirty (30) days’ prior written request, information in reasonable detail as notice to the insurance carried; Lender and (ii) ensure that, subject due to any Intercreditor misrepresentation, act, omission, or breach of warranty by Debtor. If Debtor should, for any reason whatsoever, fail to satisfy the insurance requirements imposed by this Agreement, at then Lender if it so elects, may itself have such insurance effected in such amounts and in such companies as it may deem proper and may pay the premiums therefor, and all times on expenses so incurred of every kind and after character shall be a demand obligation owing by Debtor to Lender and shall bear interest from the date that is 30 days after the Restatement Effective Date of expenditure until paid at a rate equal to 12% (or the maximum amount permitted by applicable law if lower), and the same shall constitute part of the Obligations. Lender shall not be responsible for the solvency of any company issuing any insurance policy, whether or not selected or approved by it, or for the collection of any amount due under any such later date policy, and shall be responsible and accountable only for such money as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts actually received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceit.
Appears in 2 contracts
Samples: Credit Agreement (Seven Arts Pictures PLC), Credit Agreement (Seven Arts Pictures PLC)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; carried and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after following the date that is 30 45 days after the Restatement Spin-Off Effective Date Time (or such later date as may be agreed extended by the Administrative Agent in its sole reasonable discretion) ), the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the Collateral Agent, for the benefit of the Secured Parties, shall be named as lender loss payee payee, and if applicable, mortgagee with respect to the property insurance, in each case to maintained by the extent insuring the CollateralBorrower and any Subsidiary Guarantor; provided that, unless an Event of Default shall 119 have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or lender loss payee and, if applicable, mortgagee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c3.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Credit Agreement (Frontdoor, Inc.), Credit Agreement (Servicemaster Global Holdings Inc)
Maintenance of Property; Insurance. Keep Each Obligor shall maintain and preserve all property of its Property which is used or useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, condition (ordinary wear and tear excepted) and make all necessary repairs thereto and renewals and replacements thereof except where failure to do so would not reasonably be expected to have result, in the aggregate, in a Material Adverse Effect; use commercially reasonable efforts to (i) . Each Obligor further shall maintain insurance with responsible and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material associations with respect to the business of the Loan Parties, taken as a wholeits properties and business, in at least such amounts and against at least covering such risks (but including as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event public liability in amount, adequacy and business interruption) scope reasonably satisfactory to Lender. All property policies are to be made payable to Lender in case of loss, under a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, Lender may require to fully protect its interest and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at payments to be made under such policies. Each Obligor shall make or cause to be made all times on necessary repairs or replacements of such Obligor’s property and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit equipment and any proceeds of the Secured Parties, shall be named as an additional insured with respect to liability policies insurance maintained by the Loan Parties and the Collateral Agentsuch Obligor shall, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring that such proceeds are paid to Lender, be paid by Lender to such Obligor as reimbursement for the Collateralcosts of such repairs or replacements. All certificates of insurance are to be delivered to Lender and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of Lender and such other Persons as Lender may designate from time to time, and shall provide ten (10) days’ prior written notice before the effective date of cancellation if insurer cancels for non-payment of premium or for not less than thirty (30) days’ prior written notice to Lender of the exercise of any right of cancellation for any other reason. If any Obligor fails to maintain such insurance, Lender may arrange for such insurance, but at the Obligor’s expense and without any responsibility on Lender’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of a Default, Lender shall have the sole right, in its name or in the name of any Obligor, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, 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; provided that, unless an Event otherwise applied toward the repayment of Default Liabilities, any amounts collected by Lender in connection with such insurance policies shall, at any time that Lender shall not have occurred elected to terminate the Commitment and declare the Loans due and payable under Section 7.1, be continuing, the Collateral Agent shall turn over remitted to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligor.
Appears in 2 contracts
Samples: Loan Agreement (Cohen & Co Inc.), Loan Agreement (Cohen & Co Inc.)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; use commercially reasonable efforts to (iii) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (iiiv) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the ABL Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance covering Inventory that constitutes Collateral and for the property insuranceMortgaged Properties, in each case to the extent insuring the Collateralmaintained by any Borrower and any Subsidiary Guarantor that is a Loan Party; provided that, unless an Event (A) except during the continuance of Default shall have occurred and be continuinga Cash Dominion Period, the ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties and (and, for B) except during the avoidance continuance of doubt, any other proceeds from a Recovery Event)Cash Dominion Period, the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower or Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Assumption Agreement (Veritiv Corp), Intercreditor Agreement (Veritiv Corp)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (iii) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, that subject to any the ABL/Term Loan Intercreditor Agreement, Agreement at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Maintenance of Property; Insurance. (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices practice of the Loan Parties Borrower and its Restricted Subsidiaries or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the applicable Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 2 contracts
Samples: First Amendment (Core & Main, Inc.), First Amendment (Core & Main, Inc.)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all its property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruptionproduct liability) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies of similar size and which are similarly situated engaged in the same or a similar business. All liability policies shall show, or have endorsements showing, the Administrative Agent as an additional insured. The Borrower shall promptly give the Administrative Agent notice once Borrower has been notified by any insurance company that such insurance company intends to cancel, amend, or decline to renew Borrower’s policy. Each insurance policy shall provide that the insurer shall endeavor to give the Administrative Agent at least twenty (20) days prior notice before canceling, amending or declining to renew the policy. At the Administrative Agent’s request, the Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at the Administrative Agent’s option, be payable to the Lenders on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, the Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000) with respect to any loss, but not exceeding One Million Dollars ($1,000,000) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which the Administrative Agent has been granted a first priority security interest subject only to Liens permitted pursuant to Section 7.3, and furnish to (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of the Administrative Agent, upon written request, information in reasonable detail as be payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) on account of the Collateral Obligations. If the Borrower fails to obtain insurance as required under this Section 6.6 or to pay any amount or furnish any required proof of payment to third persons and the Administrative Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall turn over to the Borrower any amounts received by it as an additional insured may make all or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition part of such amounts to be subject to payment or obtain such insurance policies required in this Section 6.6, and take any action under the provisions of subsection 3.4(c) to policies the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Administrative Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancedeems prudent.
Appears in 2 contracts
Samples: Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and all as determined in good faith by the Parent Borrower or such Restricted Subsidiary; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any the Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) and/or the Collateral Canadian Agent, for as applicable, and the benefit of the other Secured Parties, Parties shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties and the Collateral Agent and/or the Canadian Collateral Agent, for the benefit of the Secured Partiesas applicable, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and Subsidiary Guarantor; provided that, (A) unless an a Specified Default or a Dominion Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower or its Subsidiaries, and (and, for the avoidance of doubt, ) any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cSection 4.4(b) to the extent applicable, and, and (B) unless an a Specified Default or Dominion Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Parent Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings Inc)
Maintenance of Property; Insurance. Keep its insurable properties (including, without limitation, any Collateral at any time securing all property useful and necessary in the business or any part of the Loan Parties, taken as a whole, in good working order Indebtedness) adequately insured and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to maintain (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts against fire and against at least such other risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually customarily insured against in the same general area under a “broad form property coverage” policy and such additional risks customarily insured against by companies engaged in the same or a similar businessbusiness to that of Borrower, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure thatnecessary workers’ compensation insurance, subject to any Intercreditor Agreement(iii) public liability and product liability insurance, at all times on and after the date that is 30 days after the Restatement Effective Date (or iv) such later date other insurance as may be agreed required by the Administrative Agent law or as may be reasonably required in its sole discretion) the Collateral writing by Agent, all of which insurance shall be in such amounts, contain such terms, be in such form, be for such purposes, prepaid for such time periods, and written by such companies as may be satisfactory to Agent. Xxxxxxxx will promptly deliver to Agent, at Agent’s request, evidence satisfactory to Agent that such insurance has been so procured. If Xxxxxxxx fails to maintain satisfactory insurance as herein provided, Agent shall have the benefit option (but not the obligation) to do so, and Xxxxxxxx agrees to repay the Lenders, upon demand, with interest at the highest rate of interest applicable to any of the Secured PartiesIndebtedness, shall be named as an additional insured with respect to liability policies maintained all amounts so expended by the Loan Parties and the Collateral Xxxxxxx. Borrower hereby appoints Agent, for or any employee or agent of Agent, as Xxxxxxxx’s attorney-in-fact, which appointment is coupled with an interest and irrevocable, and authorizes Agent, or any employee or agent of Agent, on behalf of such Borrower, exercisable after the benefit occurrence and during the continuance of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred Default, to adjust and compromise any loss under any insurance constituting or pertaining to the Collateral, including without limitation, any insurance obtained by Agent under the preceding sentence, and to endorse any check or draft payable to Borrower in connection with returned or unearned premiums on said insurance or the proceeds of said insurance, and any amount so collected may be continuingapplied toward satisfaction of the Indebtedness; provided, the Collateral however, that Agent shall turn over not be required hereunder so to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceact.
Appears in 2 contracts
Samples: Mortgage Warehousing Agreement (M/I Homes, Inc.), Mortgage Warehousing Agreement
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) and/or the Canadian Agent and/or the Secured Party Representative, as applicable (as bailee for perfection for the U.S. ABL Collateral Agent or the Canadian Collateral Agent, as applicable), for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the U.S. ABL Collateral Agent and/or the Canadian Collateral Agent, as applicable, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance covering Inventory that constitutes Collateral and for the property insuranceMortgaged Properties, in each case to the extent insuring the Collateralmaintained by any Borrower and any Subsidiary Guarantor that is a Loan Party; provided that, unless an Event of Default or a Liquidity Event shall have occurred and be continuing, the U.S. ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c4.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the U.S. ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower or Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Credit Agreement (HSI IP, Inc.)
Maintenance of Property; Insurance. (a) Keep all property useful real and tangible Property and systems used, useful, or necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, ordinary wear and tear excepted, except where to the extent the failure to do so would could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; use commercially reasonable efforts Effect and (b) subject to (i) Section 5.12, maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) companies, insurance on, with respect to its properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against in the same general area by companies Persons engaged in the same or a similar business, of such types and furnish in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses) as are customarily carried under similar circumstances by such other Persons. All such insurance shall, to the Administrative Agentextent the applicable insurer will agree based on the commercially reasonably efforts of the Borrower, upon written request(i) provide that no cancellation, information material reduction in reasonable detail as amount or material change in coverage thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Administrative Agent of written notice thereof (the Borrower shall deliver an insurance carried; certificate with respect thereto) and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by name the Administrative Agent as mortgagee and/or loss payee (in its sole discretionthe case of property insurance) or additional insured (in the Collateral Agent, for the benefit case of liability insurance) on behalf of the Secured Parties, shall be named as an additional insured with respect applicable. In the event any material asset of any NFE Group Member is materially damaged or destroyed at any time or from time to liability policies maintained by the Loan Parties and the Collateral Agenttime, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cx) to the extent applicableany NFE Group Member has actually received proceeds of any settlement of or payment in respect of a property or casualty insurance claim made in connection with such damage or destruction, andno NFE Group Member shall use the proceeds of the Term Loans to replace or repair such assets until such proceeds of such settlement or payment have been fully expended in respect of such replacement or repair, unless an Event and (y) in no event shall any NFE Group Member expend any amount of Default shall proceeds of the Term Loans to repair or replace such assets in excess of the aggregate amount of any property or casualty insurance claims in connection with such damage or destruction that have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or been made in good faith by the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceNFE Group Member.
Appears in 2 contracts
Samples: Credit Agreement (New Fortress Energy LLC), Credit Agreement (New Fortress Energy LLC)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days’ prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days’ prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days’ prior written notice thereof; and (iivi) ensure thatuse commercially reasonable efforts to ensure, that subject to the ABL/Term Loan Intercreditor Agreement, the Term Loan Priority Collateral Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.)
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order (ordinary wear and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effecttear excepted); use commercially reasonable efforts to (ib) maintain insurance coverage with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the on physical assets and against other business of the Loan Parties, taken as a whole, risks in at least such amounts and against at least of such risks types as are customarily carried by companies similar in size and nature (but including in any event without limitation casualty and public liability and property damage insurance), and in the event of acquisition of additional property, real or personal, or of the incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business interruptionjudgment and present practice or any applicable Requirements of Law would dictate and in the event of any Mortgaged Property located in a Flood Hazard Zone, maintain at all times flood insurance on such property from such insurance providers, on such terms and in such amounts as required under the Flood Laws or as otherwise required by any Lender; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in the case of personal property interests, lender loss payee) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against their respective interests may appear; (d) in the same general area by companies engaged in case of all public liability insurance policies, such policies shall list the same or a similar businessAgent as an additional insured, and furnish to as the Administrative Agent, upon written Agent may reasonably request, information in reasonable detail as to the insurance carried; and (iie) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if requested by the Administrative Agent in its sole discretion) the Collateral Agent, for certificates evidencing such policies, including all endorsements thereto, to be deposited with the benefit of Agent, such certificates being in form and substance reasonably acceptable to the Secured PartiesAgent; provided that if any Credit Party fails to insure or fails to pay the premiums on any required insurance (including, shall be named as an additional insured without limitation, flood insurance), Agent may (but is not obligated to), and, with respect to liability policies maintained by the Loan Parties and the Collateral flood insurance only, any Lender may (but shall not be obligated to), following five (5) Business Days’ notice to Agent, have the insurance issued or renewed (and pay the premiums on it for the benefit account of the Secured Partiesapplicable Credit Party) in amounts and with companies and at premiums as Agent or such Lender deems appropriate or, shall be named as loss payee with respect to the property flood insurance, in each case as required by the Flood Laws. If Agent or any Lender elects to have insurance issued or renewed to insure the interests of the applicable Credit Party, Agent or such Lender shall have no obligation to also insure such Credit Party’s interest or to notify such Credit Party of its actions. Any sums paid by Agent or any Lender for insurance as provided above shall be added to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceIndebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Warby Parker Inc.), Credit and Term Loan Agreement (Montauk Renewables, Inc.)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days’ prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days’ prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days’ prior written notice thereof; and (iivi) ensure thatuse commercially reasonable efforts to ensure, that subject to the Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 2 contracts
Samples: Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.), Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.)
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order (ordinary wear and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effecttear excepted); use commercially reasonable efforts to (ib) maintain insurance coverage with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the on physical assets and against other business of the Loan Parties, taken as a whole, risks in at least such amounts and against at least of such risks types as are customarily carried by companies similar in size and nature (but including in any event without limitation casualty and public liability and property damage insurance), and in the event of acquisition of additional property, real or personal, or of the incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business interruptionjudgment and present practice or any applicable Requirements of Law would dictate and in the event of any Mortgaged Property located in a Flood Hazard Zone, maintain at all times flood insurance on such property from such insurance providers, on such terms and in such amounts as required under the Flood Laws or as otherwise required by any Lender; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in the case of personal property interests, lender loss payee) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carriedtheir respective interests may appear; and (iid) ensure thatin the case of all public liability insurance policies, subject to any Intercreditor Agreement, at all times on and after such policies shall list the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured insured, as the Agent may reasonably request; (e) if requested by the Agent, certificates evidencing such policies, including all endorsements thereto, to be deposited with the Agent, such certificates being in form and substance reasonably acceptable to the Agent; provided that if any Credit Party fails to insure or fails to pay the premiums on any required insurance (including, without limitation, flood insurance), Agent may (but is not obligated to), and, with respect to liability policies maintained by the Loan Parties and the Collateral flood insurance only, any Lender may (but shall not be obligated to), following five (5) Business Days’ notice to Agent, have the insurance issued or renewed (and pay the premiums on it for the benefit account of the Secured Partiesapplicable Credit Party) in amounts and with companies and at premiums as Agent or such Lender deems appropriate or, shall be named as loss payee with respect to the property flood insurance, in each case as required by the Flood Laws. If Agent or any Lender elects to have insurance issued or renewed to insure the interests of the applicable Credit Party, Agent or such Lender shall have no obligation to also insure such Credit Party’s interest or to notify such Credit Party of its actions. Any sums paid by Agent or any Lender for insurance as provided above shall be added to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceIndebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Accolade, Inc.), Credit Agreement (Accolade, Inc.)
Maintenance of Property; Insurance. Keep (a) Parent will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in to the business of the Loan Parties, taken as a whole, Parent and its Subsidiaries in good working order and condition, except where failure ordinary wear and tear excepted and subject to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to the occurrence of casualty, natural catastrophe and other covered occurrences or events that may cause damage to, or partial or complete loss of, the property, (iii) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance onhaving a rating from A.M Best Company of A or better, or self insurepolicies of insurance, lawfully issued and enforceable, on all such property material and against all such risks in amounts not less than sufficient to cover the business full replacement of the Loan Parties, taken as a wholeproperty, in at least addition to any taxes or assessments that may be due or payable, on such amounts terms and against at least subject to such risks (but including conditions as is consistent and in any event public liability accordance with industry practice for companies similarly situated owning similar properties and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar businessbusinesses as Parent and its Subsidiaries, and (iii) furnish to the Administrative Agent, upon written requestits request therefor, full information in reasonable detail as to the insurance carried; . In addition to the requirements of the immediately preceding sentence, Parent and (ii) ensure that, subject to any Intercreditor Agreement, the Borrowers will at all times cause insurance of the types described in Schedule VII to be maintained (with the same scope of coverage as that described in Schedule VII) at levels which are consistent with their practices immediately before the Funding Date. Such insurance shall include physical damage insurance on all real and after personal property (whether now owned or hereafter acquired) on an all risk basis and including any business interruption and any contingent business interruption insurance. The provisions of this Section 7.03 shall be deemed supplemental to, but not duplicative of, the date provisions of any Security Documents that is require the maintenance of insurance. In addition to the foregoing, Parent and the Borrowers acknowledge and agree that (x) the Administrative Agent has the right, at any time, to review the insurance then being maintained by Parent and its Subsidiaries and to require Parent and its Subsidiaries to increase their levels of coverage from that which then exists to the extent that the Administrative Agent has a reasonable basis to require same and (y) they will, within 30 days after the Restatement Effective Date (or following such later date as may be agreed a request by the Administrative Agent in its sole discretion) the Collateral Agent, for obtain such increased insurance coverage. All such insurance policies are valid and enforceable in accordance with their terms and are in full force and effect (assuming no default by any such insurer), all premiums thereon have been paid when due and the benefit Parent and Borrowers are otherwise in compliance in all material respects with the terms and provisions of such policies. No written notice of cancellation, termination or revocation or other written notice that any such policy is no longer in full force or effect or that the Secured Parties, shall be named as an additional insured with respect issuer of any policy is not willing or able to liability policies maintained perform its obligations thereunder has been received by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured Parent or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceBorrowers.
Appears in 2 contracts
Samples: Credit Agreement (SAExploration Holdings, Inc.), Credit Agreement (SAExploration Holdings, Inc.)
Maintenance of Property; Insurance. Keep (i) Except to the extent that the failure to do so could not, in any case, reasonably be expected to result in a Material Adverse Effect, keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3, (ii) maintain, and shall cause each of its Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons (such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All material insurance policies or certificates (or certified copies thereof) with respect to such insurance and any other insurance policies to the extent requested by the Administrative Agent (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, by naming the Collateral Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days’ prior written notice thereof by the insurer to the Administrative Agent) and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named use commercially reasonable efforts to obtain insurance at such levels at least equal to those set forth on Schedule 7.8. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as an additional insured a Special Flood Hazard Area with respect to liability policies maintained by which flood insurance has been made available under the Loan Parties National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower or the applicable Credit Party shall maintain, or cause to be maintained, with IRIC or another financially sound and reputable insurer, flood insurance in amounts and otherwise sufficient to comply with all applicable Flood Insurance Laws and shall, upon the Collateral reasonable request of the Administrative Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect deliver to the property insurance, Administrative Agent evidence of such compliance in each case form and substance reasonably acceptable to the extent insuring the Collateral; provided thatAdministrative Agent, unless an Event of Default shall have occurred and be continuingincluding, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties without limitation (and, for the avoidance of doubt, any other proceeds from a Recovery Eventif so requested), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations (together with a notice about special flood hazard area status and be continuing, the Collateral Agent agrees that flood disaster assistance duly executed by the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceCredit Party relating thereto).
Appears in 2 contracts
Samples: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
Maintenance of Property; Insurance. Keep Each Borrower shall, and shall ---------------------------------- cause each of its Subsidiaries to, keep all property useful and or necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effectcondition (ordinary wear and tear excepted); use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) or associations insurance on, or self insure, all on such of its property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar businessbusiness (including casualty, liability, fire, flood, business interruption, earthquake and workers' compensation); and furnish to the Administrative Agent, upon written request, full information in reasonable detail as to the insurance carried; . All such policies of insurance on the property of the Borrowers and (ii) ensure thatthe Subsidiaries shall contain an endorsement, subject in form and substance reasonably satisfactory to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) , showing the Collateral Agent, for the benefit on behalf of the Secured PartiesLenders, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under payee, as appropriate, or as its interests appear. Such endorsement, or an independent instrument furnished to the Agent, shall provide that the insurance companies will give the Agent at least 25 days' prior written notice before any such property policy or policies of insurance shall be altered or canceled. All policies of insurance required to be maintained under this Agreement shall be in customary form and with insurers reasonably acceptable to the Agent and all such policies shall be in such amounts as shall be customary for similar companies in the same or similar business in the same geographical area. Each Borrower shall deliver to the Agent insurance certificates certified by such Loan Parties (andBorrower's insurance brokers, for as to the avoidance existence and effectiveness of doubt, any other proceeds from a Recovery Event)each policy of insurance and evidence of payment of all premiums then due and payable therefor. In addition, the disposition Borrowers shall notify the Agent promptly of any occurrence causing a material loss of any insured Property and the estimated (or actual, if available) amount of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuingloss. Further, the Collateral Agent agrees that Borrowers and their Subsidiaries shall maintain all insurance required under the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceother Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Entravision Communications Corp), Credit Agreement (Entravision Communications Corp)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) and/or the Canadian Agent and/or the Cash Flow Collateral Representative, as applicable (as bailee for perfection for the U.S. ABL Collateral Agent or the Canadian Collateral Agent, as applicable), for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the U.S. ABL Collateral Agent and/or the Canadian Collateral Agent, as applicable, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance covering Inventory that constitutes Collateral and for the property insuranceMortgaged Properties, in each case to the extent insuring the Collateralmaintained by any Borrower and any Subsidiary Guarantor that is a Loan Party; provided that, (A) unless an Event of Default or a Liquidity Event shall have occurred and be continuing, the U.S. ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as loss payee under any such property insurance maintained by such Loan Parties and (for the avoidance of doubt) any other proceeds from a Recovery Event, and (B) unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the U.S. ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower or Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Abl Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; use commercially reasonable efforts to (iii) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (iiiv) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the ABL Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance covering Inventory that constitutes Collateral and for the property insuranceMortgaged Properties, in each case to the extent insuring the Collateralmaintained by any Borrower and any Subsidiary Guarantor that is a Loan Party; provided that, unless an Event (A) except during the continuance of Default shall have occurred and be continuinga Cash Dominion Period, the ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties and (and, for B) except during the avoidance continuance of doubt, any other proceeds from a Recovery Event)Cash Dominion Period, the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower or Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 2 contracts
Samples: Abl Credit Agreement (Veritiv Corp), Assumption Agreement (Veritiv Corp)
Maintenance of Property; Insurance. Keep (a) US Company will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in to the business of the Loan Parties, taken as a whole, US Company and its Subsidiaries in good working order and condition, except where failure ordinary wear and tear excepted and subject to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to the occurrence of casualty events, (iii) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all such property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least all such risks (but including as is consistent and in any event public liability accordance with industry practice for companies similarly situated owning similar properties and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar businessbusinesses as US Company and its Subsidiaries, and (iii) furnish to the Administrative Agent, upon written requestits request therefor, full information in reasonable detail as to the insurance carried; . Such insurance shall include physical damage insurance on all real and personal property (whether now owned or hereafter acquired) on an all risk basis and business interruption insurance. The provisions of this Section 9.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance. In addition to the foregoing, US Company and the Borrowers acknowledge and agree that (x) the Administrative Agent has the right, on an annual basis, to review the insurance then being maintained by US Company and its Subsidiaries and to require US Company and its Subsidiaries to increase their levels of coverage from that which then exists to the extent that the Administrative Agent has a reasonable basis to require same and (y) it will, within 30 days following such a request by the Administrative Agent, obtain such increased insurance coverage. Without limiting the foregoing, if any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or any successor act thereto), then US Company will, and shall cause the Credit Party owning such Mortgaged Property, to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) ensure that, subject deliver to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent evidence of such compliance in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties form and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect substance reasonably acceptable to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Mobile Mini Inc), Credit Agreement (Mobile Mini Inc)
Maintenance of Property; Insurance. Keep The Borrower shall, and shall ---------------------------------- cause each of its Subsidiaries to, keep all property useful and or necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effectcondition (ordinary wear and tear excepted); use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) or associations insurance on, or self insure, all on such of its property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar businessbusiness (including casualty, liability, fire, flood, business interruption, earthquake and workers' compensation); and furnish to the Administrative Agent, upon written request, full information in reasonable detail as to the insurance carried; . All such policies of insurance on the property of the Borrower and (ii) ensure thatthe Subsidiaries shall contain an endorsement, subject in form and substance reasonably satisfactory to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) , showing the Collateral Agent, for the benefit on behalf of the Secured PartiesLenders, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under payee, as appropriate, or as its interests appear. Such endorsement, or an independent instrument furnished to the Agent, shall provide that the insurance companies will give the Agent at least 25 days' prior written notice before any such property policy or policies of insurance shall be altered or canceled. All policies of insurance required to be maintained under this Agreement shall be in customary form and with insurers reasonably acceptable to the Agent, and all such policies shall be in such amounts as shall be customary for similar companies in the same or similar business in the same geographical area. The Borrower shall deliver to the Agent insurance certificates certified by such Loan Parties (andthe Borrower's insurance brokers, for as to the avoidance existence and effectiveness of doubt, any other proceeds from a Recovery Event)each policy of insurance and evidence of payment of all premiums then due and payable therefor. In addition, the disposition Borrower shall notify the Agent promptly of any occurrence causing a material loss of any insured Property and the estimated (or actual, if available) amount of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuingloss. Further, the Collateral Agent agrees that Borrower and its Subsidiaries shall maintain all insurance required under the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceother Loan Documents.
Appears in 2 contracts
Samples: Term Loan Agreement (Entravision Communications Corp), Term Loan Agreement (Entravision Communications Corp)
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order (ordinary wear and condition, except where failure tear excepted); (b) cause each Subsidiary to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain insurance coverage with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the on physical assets and against other business of the Loan Parties, taken as a whole, risks in at least such amounts and against at least of such risks types as are customarily carried by companies similar in size and nature (but including in any event without limitation casualty and public liability and property damage insurance), and in the event of acquisition of additional property, real or personal, or of the incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business interruptionjudgment and present practice or any Applicable Law would dictate; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Collateral Agent (as mortgagee, or, in the case of personal property interests, lender loss payee) as are consistent their respective interests may appear; provided that so long as no Event of Default has occurred and is continuing, the applicable Credit Party shall be permitted to retain any proceeds received pursuant to such insurance policies, and the Collateral Agent shall promptly execute and deliver any instruments, documents, or agreements as may be necessary to deliver such insurance proceeds to the applicable Credit Party; (d) in the case of all public liability insurance policies, such policies shall list the Collateral Agent as an additional insured, as the Administrative Agent may reasonably request; and (e) if requested by the Administrative Agent, certificates evidencing such policies, including all endorsements thereto, to be deposited with the past practices of the Loan Parties or otherwise as are usually insured against Administrative Agent, such certificates being in the same general area by companies engaged in the same or a similar business, form and furnish substance reasonably acceptable to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and all as determined in good faith by the Parent Borrower or such Restricted Subsidiary; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) and the Collateral Agent, for the benefit of the other Secured Parties, Parties shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties and the Domestic Collateral Agent and/or the PRUSVI Collateral Agent, for the benefit of the Secured Partiesas applicable, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case Borrower with respect to the extent insuring the CollateralFacility Assets; provided that, unless an Event of a Specified Default shall have occurred and be continuing, the Domestic Collateral Agent and/or the PRUSVI Collateral Agent, as applicable, shall turn over to the applicable Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, Borrowers or their Subsidiaries and, unless an Event of a Specified Default shall have occurred and be continuing, the Domestic Collateral Agent agrees and PRUSVI Collateral Agent agree that the Borrower and/or the applicable Subsidiary Guarantor Borrowers shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep The Servicer will (i) keep all property and assets useful and necessary in the its business of the Loan Parties, taken as a whole, Servicer in good working order and conditioncondition (normal wear and tear excepted), except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (iii) maintain maintain, with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) companies, insurance on, or self insure, on all its property material to the and assets necessary in its business of the Loan Parties, taken as a whole, Servicer in at least such amounts and against at least such risks (but including and with such risk retention) in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise Servicer's reasonable judgment as are usually insured against in the same general area by companies of established repute engaged in the same or a similar business, and (iii) furnish to the Administrative AgentTrustee, upon written request, full information in reasonable detail as to the insurance carried; , (iv) within five days of receipt of notice from any insurer, furnish the Trustee with a copy of any notice of cancellation or material change in coverage from that existing on the Closing Date and (iiv) ensure forthwith, furnish the Trustee with notice of any cancellation or nonrenewal of coverage by the Servicer. The Servicer will (A) maintain disaster recovery systems and other information management systems that, subject in the Servicer's reasonable judgment, are sufficient to enable it to perform its obligations as Servicer without material interruption or loss of the Receivables or the collections, in the event of damage to, or loss or destruction of, its primary computer and information management systems and (B) furnish to the Trustee (x) full information as to such disaster recovery systems and (y) back-up computer operating systems and applications software used for the collection of Receivables (the "RECEIVABLES SOFTWARE"); PROVIDED, that the Servicer shall only be obligated to use its reasonable efforts to obtain sublicenses or consents from third party licensors of such Receivables Software to the license set forth in Section 2.1 and "Receivables Software" shall not include operating systems or software licensed from such third parties unless and until such sublicense or consent has been obtained. During the continuance of a Payout Event, Prospective Payout Event, Servicer Default or event which, upon the giving of notice or passage of time, would be a Servicer Default the Trustee may (at the request of the holders of a majority of the Invested Amount, or the related Commitments, of any Intercreditor AgreementClass) request, at all times on and after the date Servicer shall provide to the Trustee, copies of back-up data regarding the Receivables, such data to be provided with such frequency as designated by the Trustee. The Servicer shall use its reasonable efforts to obtain amendments to the agreement between the Servicer and Ferren & Long Company to provide, and will provide in any new softwaxx xxxk-up agreement, that is 30 days after the Restatement Effective Date (Ferren & Long Company or such later date other back-up provider shall provide cxxxxx of back-up data to the Trustee at such times as may be agreed specified in the preceding sentence. The Transferor and the Servicer hereby represent and warrant that, upon delivery by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit Servicer of the Secured PartiesReceivables Software, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Licensed Names and the Collateral Agentback-up data specified in the proviso to the second preceding sentence of this Section 8.8, for and assuming that the benefit third party sublicenses and consents referenced in this Section 8.8 and the amendment or new software back-up agreement referenced in the preceding sen tence of this Section 8.8, the Trustee shall have adequate proprietary rights, Receivables Software and backup data to permit orderly collection of the Secured Parties, shall be named as loss payee with respect to Receivables without the property insurance, in each case to participation of the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceServicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Apparel Retailers Inc)
Maintenance of Property; Insurance. (i) Keep and cause each of its Restricted Subsidiaries to keep, all material property (including but not limited to equipment) useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to normal wear and tear and damage by casualty excepted, (iii) maintain on behalf of its Restricted Subsidiaries and cause each of its Restricted Subsidiaries to maintain, with financially sound and reputable insurers, insurance companies (including any Captive Insurance Subsidiary) insurance on, with respect to its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, and furnish to the Administrative Agentprovided adequate reserves therefor, upon written requestin accordance with GAAP, information in reasonable detail as to the are maintained. All insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date policies or certificates (or certified copies thereof) with respect to such later date as may insurance (A) shall be agreed by the Administrative Agent in its sole discretion) endorsed to the Collateral Agent, ’s reasonable satisfaction for the benefit of the Collateral Agent for the benefit of the Secured PartiesParties (including, shall be named as an additional insured with respect to liability policies maintained without limitation, by the Loan Parties and naming the Collateral Agent, for the benefit of the Secured Parties, shall be named Agent as loss payee with respect or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be cancelled or revised without thirty days’ prior written notice thereof by the insurer to Administrative Agent and (iii) furnish to Administrative Agent, on the Closing Date and on the date of delivery of each annual financial statement, full information as to the property insurance, insurance carried. At any time that insurance at levels described in each case to Schedule 7.8 is not being maintained by or on behalf of the extent insuring the Collateral; provided that, unless an Event Borrowers or any of Default shall have occurred and be continuingtheir Subsidiaries, the Collateral Borrowers will notify the Lenders in writing within two Business Days thereof and, if thereafter notified by Administrative Agent shall turn over or the Required Lenders to do so, the Borrower any amounts received by it as an additional insured Borrowers or loss payee under any such property Subsidiary, as the case may be, shall use commercially reasonable efforts to obtain insurance maintained by at such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts levels at least equal to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancethose set forth on Schedule 7.8.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after ABL Collateral Agent or the Restatement Effective Date Secured Party Representative (or such later date as may be agreed by bailee for perfection for the Administrative Agent in its sole discretion) the ABL Collateral Agent), for the benefit of the Secured Parties, shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties policies, and the ABL Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, insurance covering Inventory and/or Transportation Equipment that constitutes Collateral maintained by any Loan Party and in each case to accordance with subsection 3.4 of the extent insuring CF Intercreditor Agreement as in effect on the Collateraldate hereof; provided that, unless an Event of Default or a Liquidity Event shall have occurred and be continuing, the ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicableParties, and, unless an Event of Default shall have occurred and be continuing, the ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower of Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (Us Foods, Inc.)
Maintenance of Property; Insurance. Keep (i) Except to the extent that the failure to do so could not, in any case, reasonably be expected to result in a Material Adverse Effect, keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3, (ii) maintain, and shall cause each of its Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons (such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All material insurance policies or certificates (or certified copies thereof) with respect to such insurance and any other insurance policies to the extent requested by the Administrative Agent (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, by naming the Collateral Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days’ prior written notice thereof by the insurer to the Administrative Agent) and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named use commercially reasonable efforts to obtain insurance at such levels at least equal to those set forth on Schedule 7.8. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as an additional insured a Special Flood Hazard Area with respect to liability policies maintained by which flood insurance has been made available under the Loan Parties National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower or the applicable Credit Party shall maintain, or cause to be maintained, with IRIC or another financially sound and reputable insurer, flood insurance in amounts and otherwise sufficient to comply with all applicable Flood Insurance Laws and shall, upon the Collateral reasonable request of the Administrative Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect deliver to the property insurance, Administrative Agent evidence of such compliance in each case form and substance reasonably acceptable to the extent insuring the Collateral; provided thatAdministrative Agent, unless an Event of Default shall have occurred and be continuingincluding, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties without limitation (and, for the avoidance of doubt, any other proceeds from a Recovery Eventif so requested), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations (together with a notice 162 about special flood hazard area status and be continuing, the Collateral Agent agrees that flood disaster assistance duly executed by the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceCredit Party relating thereto).
Appears in 1 contract
Maintenance of Property; Insurance. Keep (i) Except to the extent that the failure to do so could not, in any case, reasonably be expected to result in a Material Adverse Effect, keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3, (ii) maintain, and shall cause each of its Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All material insurance policies or certificates (or certified copies thereof) with respect to such insurance and any other insurance policies to the extent requested by the Administrative Agent (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, by naming the Collateral Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days’ prior written notice thereof by the insurer to the Administrative Agent and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named use commercially reasonable efforts to obtain insurance at such levels at least equal to those set forth on Schedule 7.8. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as an additional insured a Special Flood Hazard Area with respect to liability policies maintained by which flood insurance has been made available under the Loan Parties National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower or the applicable Credit Party shall maintain, or cause to be maintained, with IRIC or another financially sound and reputable insurer, flood insurance in amounts and otherwise sufficient to comply with all applicable Flood Insurance Laws and shall, upon the Collateral reasonable request of the Administrative Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect deliver to the property insurance, Administrative Agent evidence of such compliance in each case form and substance reasonably acceptable to the extent insuring the Collateral; provided thatAdministrative Agent, unless an Event of Default shall have occurred and be continuingincluding, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties without limitation (and, for the avoidance of doubt, any other proceeds from a Recovery Eventif so requested), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations (together with a notice about special flood hazard area status and be continuing, the Collateral Agent agrees that flood disaster assistance duly executed by the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceCredit Party relating thereto).
Appears in 1 contract
Samples: Credit Agreement (Huntsman CORP)
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuingcontinuing and the Lenders have elected to exercise remedies in respect of the Collateral, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuingcontinuing and the Lenders have elected to exercise remedies in respect of the Collateral, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Term Loan Credit Agreement (US Foods Holding Corp.)
Maintenance of Property; Insurance. (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the 143 insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the applicable Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Core & Main, Inc.)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the Revolving Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance for the property insuranceMortgaged Properties (if any), in each case to maintained by the extent insuring the CollateralParent Borrower and any Subsidiary Guarantor that is a Loan Party; provided that, unless an Event of Default shall have occurred and be continuing, the Revolving Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c3.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Revolving Collateral Agent agrees that the Parent Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all material property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effectcondition (ordinary wear and tear and insured losses excepted); use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business against claims and liabilities arising out of the Loan Parties, taken as a whole, manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, ; and furnish to the Administrative Agent, upon written requeston the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually), full information in reasonable detail as to the insurance carried; and (ii) ensure that. Subsequent to the delivery of the endorsements as set forth in Section 7.13, subject to any Intercreditor Agreement, at all times on from and after such date, the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent Borrower shall maintain in its sole discretion) the Collateral Agent, effect for the benefit of the Holders of Secured Obligations endorsements (x) to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, shall be named as an additional insured with respect and (y) to all general liability and umbrella liability policies maintained by naming the Loan Parties and the Collateral Agent, Agent for the benefit of the Holders of Secured PartiesObligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall be named as loss payee under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Agent deems advisable. All sums so disbursed by the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the property insuranceAgent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the net cash proceeds of any such event (whether in each case the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit Agreement and the Security Agreement. Notwithstanding any provision of the foregoing to the contrary, the Borrower and its Subsidiaries may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas that the Borrower or applicable Subsidiary operates and to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceconsistent with prudent business practice.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all material property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effectcondition (ordinary wear and tear and insured losses excepted); use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies insurance (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business against claims and liabilities arising out of the Loan Parties, taken as a whole, manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, ; and furnish to the Administrative Agent, on the Closing Date and not less often than annually thereafter, and in any event promptly upon written requestany material change thereto, full information in reasonable detail as to the insurance carried; and (ii) ensure that, subject . The Borrower shall deliver to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Holders of Secured Obligations endorsements (x) to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, shall be named as an additional insured with respect and (y) to all general liability and umbrella liability policies maintained by naming the Loan Parties and the Collateral Agent, Agent for the benefit of the Holders of Secured PartiesObligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall be named as loss payee under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Agent deems advisable. All sums so disbursed by the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the property insuranceAgent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the Net Cash Proceeds of any such event (whether in each case the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit Agreement and the Security Agreement. Notwithstanding any provision of the foregoing to the contrary, the Borrower and its Subsidiaries may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas that the Borrower or applicable Subsidiary operates and to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceconsistent with prudent business practice.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance for the property insuranceMortgaged Properties (if any), in each case to maintained by the extent insuring the CollateralBorrower and any Subsidiary Guarantor that is a Loan Party; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c3.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (Servicemaster Co)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear and damage caused by Casualty Events excepted and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all its property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, with such deductibles, covering such risks and furnish otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Borrower will maintain or cause to be maintained replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles and self insurance on terms reasonably acceptable to the Administrative Agent, upon written requestand covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name the Administrative Agent, information in reasonable detail on behalf of Lenders as to the insurance carried; an additional insured thereunder as its interests may appear and (ii) ensure thatin the case of each casualty insurance policy, subject contain a loss payable clause or endorsement, satisfactory in form and substance to any Intercreditor Agreementthe Administrative Agent, that names the Administrative Agent, on behalf of Lenders as the loss payee thereunder and provides for at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by least thirty days' prior written notice to the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit any modification or cancellation of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless such policy. Unless an Event of Default shall have has occurred and be is continuing, the Collateral Administrative Agent shall turn over pay to the Borrower any all insurance proceeds or other amounts received by it paid to the Administrative Agent as an additional insured or the loss payee under any such property of the Borrower's or its Affiliates' respective insurance maintained by such Loan Parties policies within three (and, for 3) Business Days of (a) the avoidance of doubt, any other proceeds from a Recovery Event), the disposition Administrative Agent's receipt of such amounts to be subject proceeds, and (b) written notification to the provisions of subsection 3.4(c) Administrative Agent by the applicable insurer or the Borrower that such proceeds or other amounts are being paid to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Del Frisco's Restaurant Group, LLC)
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or andor otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after Term Collateral Agent or the Restatement Effective Date Secured Party Representative (or such later date as may be agreed by bailee for perfection for the Administrative Agent in its sole discretion) the Term Collateral Agent), for the benefit of the Secured Parties, shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties policies, and the Term Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the CollateralCollateral and in accordance with subsection 3.4 of the Intercreditor Agreement as in effect on the date hereof; provided that, unless an Event of Default shall have occurred and be continuing, the Term Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c3.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Term Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all property useful Property and systems necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure ordinary wear and tear excepted to do so would not reasonably the extent that payments required to be expected made in order to have a Material Adverse Effect; use commercially reasonable efforts to comply with this covenant can be made in accordance with the Initial Budget, and (ib) maintain insurance with financially sound and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including any Captive Insurance Subsidiaryall real properties leased or owned by it) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a wholeand business, in at least such amounts and against at least covering such risks (but including as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event public liability in amount, adequacy and business interruption) scope reasonably satisfactory to the Agents; provided, that, such insurance shall be deemed to be satisfactory to the Agents, if the insurance maintained by the Parent and its Subsidiaries is at least in substantially similar amounts and covering similar risks as are consistent with the past practices of insurance maintained by the Loan Parties or otherwise as on the Interim Facility Effective Date. All policies covering the Collateral are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish to the Administrative Agent, upon written request, information in reasonable detail as be made payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, or such other Person as the Collateral Agent may designate from time to time, for the benefit of the Secured PartiesLenders, shall as their interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause. All certificates of insurance are to be named as an delivered to the Collateral Agent and the policies are to be premium prepaid, with the loss payable and additional insured with respect endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to liability policies maintained by time, and shall provide for not less than 30 days’ prior written notice to the Collateral Agent of the exercise of any right of cancellation (or 10 days’ prior written notice in the case of cancellation for failure to pay premium). If any Loan Parties Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, for the benefit solvency of the Secured Partiesinsurance companies, shall be named as loss payee with respect to the property insuranceadequacy of the coverage, in each case to or the extent insuring collection of claims. Upon the Collateral; provided that, unless occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Collateral Agent shall turn over have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the Borrower collection, compromise or settlement of any amounts received by it as an additional insured or loss payee claims under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancepolicies.
Appears in 1 contract
Samples: Credit and Security Agreement (Pope & Talbot Inc /De/)
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and all as determined in good faith by the Parent Borrower or such Restricted Subsidiary; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) use commercially reasonable efforts to ensure that, subject to any the Intercreditor Agreement, First Lien Intercreditor Agreement or Other Intercreditor Agreement, as applicable, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) and/or the Collateral Canadian Agent, as applicable, for the benefit of the 192 other Secured Parties, Parties shall be named as an additional insured with respect to liability policies maintained by the Loan Parties each Borrower and Subsidiary Guarantor and the Collateral Agent and/or the Canadian Collateral Agent, as applicable, for the benefit of the other Secured Parties, shall be named as lender’s loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and Subsidiary Guarantor; provided that, (A) unless an a Specified Default or a Dominion Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or lender’s loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower or its Subsidiaries, and (and, for the avoidance of doubt, ) any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cSection 4.4(b) to the extent applicable, and, and (B) unless an a Specified Default or Dominion Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Parent Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Maintenance of Property; Insurance. (a) Keep all property material Property and systems useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted, and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all property material to the business of the Loan Parties, taken as a whole, its Property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business. The Borrower shall furnish certificates, policies or endorsements to Administrative Agent as Administrative Agent shall require as proof of such insurance, and, if the Borrower fails to do so, Administrative Agent is authorized, but not required, to obtain such insurance at the expense of the Borrower. All policies shall provide for at least thirty (30) days prior written notice to Administrative Agent of any cancellation or reduction of coverage and that Administrative Agent may act as attorney for the Borrower in obtaining, and furnish at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. The Borrower shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Borrower shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent, upon written request, information in reasonable detail as . Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the ratable benefit of the Secured Parties, as its interests may appear and further specify that Administrative Agent shall be named as an additional insured with respect to liability policies maintained paid regardless of any act or omission by the Loan Parties and the Collateral Borrower or any of its Affiliates. The Administrative Agent, for the benefit of the Secured Partiesat its option, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an may apply any insurance proceeds received by Administrative Agent at any time while any Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over continuing to the Borrower cost of repairs or replacement of Collateral and/or, to payment of the Obligations, whether or not then due, in any amounts received by it order and in such manner as an additional insured Administrative Agent may determine or loss payee under any hold such property insurance maintained by such Loan Parties (and, proceeds as cash collateral for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligations.
Appears in 1 contract
Samples: Assignment and Assumption (Parker Drilling Co /De/)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesHoldings and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesHoldings and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) ensure use commercially reasonable efforts to ensure, that, subject to any the ABL Intercreditor Agreement, the Intercreditor Agreement or any Other Intercreditor Agreement and the Foreign Subsidiary Documentation Principles, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Holdings and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by Holdings and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Holdings any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties Holdings and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower Holdings and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to Holdings.
Appears in 1 contract
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are [consistent with the past practices practice of the Loan Parties or otherwise as are Parent Borrower and its Restricted Subsidiaries or] usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that 161 provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) times, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties each Borrower and each Subsidiary Guarantor and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and each Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the applicable Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower Representative.
Appears in 1 contract
Samples: Credit Agreement (Core & Main, Inc.)
Maintenance of Property; Insurance. (i) Keep all property useful and necessary in the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to any the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) times, the Collateral Agent, the applicable Collateral Representative and/or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties each Borrower and each Subsidiary Guarantor and the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and each Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the applicable Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.insurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower Representative. 143
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all property useful Property and systems necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted, and (ib) maintain insurance with financially sound and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including any Captive Insurance Subsidiaryall real properties leased or owned by it) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a wholeand business, in at least such amounts and against at least covering such risks (but including as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event public liability in amount, adequacy and business interruption) scope reasonably satisfactory to the Agents; provided, that, such insurance shall be deemed to be satisfactory to the Agents, if the insurance maintained by the Parent and its Subsidiaries is at least in substantially similar amounts and covering similar risks as are consistent with the past practices of insurance maintained by the Loan Parties or otherwise as on the Closing Date. All policies covering the Collateral are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish to the Administrative Agent, upon written request, information in reasonable detail as be made payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, or such other Person as the Collateral Agent may designate from time to time, for the benefit of the Secured PartiesLenders, shall as their interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause. All certificates of insurance are to be named as an delivered to the Collateral Agent and the policies are to be premium prepaid, with the loss payable and additional insured with respect endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to liability policies maintained by time, and shall provide for not less than 30 days’ prior written notice to the Collateral Agent of the exercise of any right of cancellation (or 10 days’ prior written notice in the case of cancellation for failure to pay premium). If any Loan Parties Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, for the benefit solvency of the Secured Partiesinsurance companies, shall be named as loss payee with respect to the property insuranceadequacy of the coverage, in each case to or the extent insuring collection of claims. Upon the Collateral; provided that, unless occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Collateral Agent shall turn over have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the Borrower collection, compromise or settlement of any amounts received by it as an additional insured or loss payee claims under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancepolicies.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all on its property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar businessbusiness (in the good faith judgment of the Borrower). Subject to Section 5.3, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, Borrower shall at all times on and after the date ensure that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as (1) an additional insured with respect to U.S. general liability policies (which, for the avoidance of doubt, shall not include any directors and officers policies, workers compensation, business interruption policies, cyber policies, automobile insurance policies or employers liability insurance policies) maintained by the Borrower or any Loan Parties Party that is a Domestic Subsidiary and the Collateral Agent, for the benefit of the Secured Parties, shall be named as (2) lender loss payee with respect to U.S. general property insurance maintained by the property insuranceBorrower or any Loan Party that is a Domestic Subsidiary; provided that (I) in the case of (x) any Domestic Subsidiary that becomes a Loan Party after the Closing Date or (y) any insurance policy of the type described in this paragraph that is obtained by the Borrower or any Loan Party that is a Domestic Subsidiary after the Closing Date, such certificates and endorsements required by this Section 6.6 shall be delivered as soon as reasonably practicable thereafter (and in any event within 60 days, but, in each the case of clause (x), solely to the extent insuring such new Loan Party is not already covered by the Collateralcertificates and endorsements previously delivered to the Administrative Agent); provided that, and (II) unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have elected to exercise its rights pursuant to Section 8.2 of this Agreement, (A) all proceeds from insurance policies shall be paid to the applicable Loan Party (it being understood that the Loan Party shall be required to comply with Section 2.12(c) to the extent applicable pursuant to the terms thereof), (B) to the extent the Administrative Agent receives any proceeds, the Collateral Administrative Agent shall as soon as reasonably practicable turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance or liability insurance, as applicable, maintained by such Loan Parties the Borrower and its Subsidiaries and (and, for C) the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Administrative Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor its Subsidiaries shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep Holdings will, and will cause each of its Subsidiaries to, (i) keep all property (including, but not limited to, equipment) useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, and subject to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to Section 8.4(b), (iii) maintain insurance with insurance companies (including any Captive Insurance Subsidiary) insurance on, respect to its properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained, and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on each anniversary thereof, information in reasonable detail certificates of insurance as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date . All insurance policies or certificates (or certified copies thereof) with respect to such later date as may insurance (A) shall be agreed by endorsed to the Administrative Agent in its sole discretion) the Collateral Agent, 's reasonable satisfaction for the benefit of the Secured PartiesAdministrative Agent and Lenders (including, shall be named as an additional insured with respect to liability policies maintained without limitation, by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named naming Administrative Agent as loss payee with respect or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be cancelled or revised without thirty days' prior to written notice thereof by the insurer to the property insuranceAdministrative Agent. At any time that insurance at levels described in Schedule 7.8 is not being maintained by Holdings or any of its Subsidiaries, Borrower will notify the Lenders in each case writing within five Business Days thereof and, if thereafter notified by Administrative Agent or the Required Lenders to the extent insuring the Collateral; provided thatdo so, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property Subsidiary, as the case may be, shall obtain insurance maintained by at such Loan Parties (and, for the avoidance levels at least equal to those set forth on Schedule 7.8. The provisions of doubt, any other proceeds from a Recovery Event), the disposition of such amounts this Section 7.8 shall be deemed to be subject to supplemental to, but not duplicative of, the provisions of subsection 3.4(c) to any of the extent applicable, and, unless an Event Security Documents that require the maintenance of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (TNS Inc)
Maintenance of Property; Insurance. (i) Keep all property useful and necessary in the business of the Loan PartiesParent and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesParent and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, 10 days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to any the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) times, the Collateral Agent, the applicable Collateral Representative and/or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties each Borrower and each Subsidiary Guarantor and the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by each case to the extent insuring the CollateralBorrower and each Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Representative any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Parent and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the applicable Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower Representative.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all material property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effectcondition (ordinary wear and tear and insured losses excepted); use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business against claims and liabilities arising out of the Loan Parties, taken as a whole, manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, ; and furnish to the Administrative Agent, upon written requeston the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually), full information in reasonable detail as to the insurance carried; and (ii) ensure that, subject . The Borrower shall deliver to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Holders of Secured Obligations endorsements (x) to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, shall be named as an additional insured with respect and (y) to all general liability and umbrella liability policies maintained by naming the Loan Parties and the Collateral Agent, Agent for the benefit of the Holders of Secured PartiesObligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall be named as loss payee under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Agent deems advisable. All sums so disbursed by the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the property insuranceAgent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the Net Cash Proceeds of any such event (whether in each case the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit Agreement and the Security Agreement. Notwithstanding any provision of the foregoing to the contrary, the Borrower and its Subsidiaries may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas that the Borrower or applicable Subsidiary operates and to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceconsistent with prudent business practice.
Appears in 1 contract
Maintenance of Property; Insurance. Keep its insurable properties (including, without limitation, any Collateral at any time securing all property useful and necessary in the business or any part of the Loan Parties, taken as a whole, in good working order Indebtedness) adequately insured and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to maintain (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts against fire and against at least such other risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually customarily insured against in the same general area under a “broad form property coverage” policy and such additional risks customarily insured against by companies engaged in the same or a similar businessbusiness to that of Borrower, and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure thatnecessary workers' compensation insurance, subject to any Intercreditor Agreement(iii) public liability and product liability insurance, at all times on and after the date that is 30 days after the Restatement Effective Date (or iv) such later date other insurance as may be agreed required by the Administrative Agent law or as may be reasonably required in its sole discretion) the Collateral writing by Agent, all of which insurance shall be in such amounts, contain such terms, be in such form, be for such purposes, prepaid for such time periods, and written by such companies as may be satisfactory to Agent. Borrower will promptly deliver to Agent, at Agent's request, evidence satisfactory to Agent that such insurance has been so procured. If Borrower fails to maintain satisfactory insurance as herein provided, Agent shall have the benefit option (but not the obligation) to do so, and Borrower agrees to repay the Lenders, upon demand, with interest at the highest rate of interest applicable to any of the Secured PartiesIndebtedness, shall be named as an additional insured with respect to liability policies maintained all amounts so expended by the Loan Parties and the Collateral Lenders. Borrower hereby appoints Agent, for or any employee or agent of Agent, as Borrower's attorney-in-fact, which appointment is coupled with an interest and irrevocable, and authorizes Agent, or any employee or agent of Agent, on behalf of such Borrower, exercisable after the benefit occurrence and during the continuance of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred Default, to adjust and compromise any loss under any insurance constituting or pertaining to the Collateral, including without limitation, any insurance obtained by Agent under the preceding sentence, and to endorse any check or draft payable to Borrower in connection with returned or unearned premiums on said insurance or the proceeds of said insurance, and any amount so collected may be continuingapplied toward satisfaction of the Indebtedness; provided, the Collateral however, that Agent shall turn over not be required hereunder so to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceact.
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Maintenance of Property; Insurance. (a) Keep all property Property and systems useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and conditioncondition in all material respects, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear, casualty and condemnation excepted and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all property material to the business of the Loan Parties, taken as a whole, its Property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, business and furnish environmental insurance in coverage and amounts reasonably satisfactory to the Administrative Agent, upon written request, information in reasonable detail as . Anything to the contrary contained in any Mortgage notwithstanding, (a) the Borrowers shall cause all such insurance carried; and (ii) ensure that, subject relating to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by property of any Loan Party to name the Administrative Agent in its sole discretionas loss payee and mortgagee and (b) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties shall direct all present and future insurers under its policies of property insurance to pay all proceeds payable thereunder directly to the Administrative Agent. If any insurance proceeds are paid by check, draft or other instrument payable to any Loan Party and the Collateral AgentAdministrative Agent jointly, the Administrative Agent may endorse such Loan Party’s name thereon and do such other things as the Administrative Agent may deem advisable to reduce the same to cash. All proceeds of any insurance policy of the Loan Parties paid to or for the benefit account of the Secured Parties, Administrative Agent shall be named as loss payee with respect applied to outstanding Revolving Credit Loans (without a permanent reduction of the Total Revolving Credit Commitments) and, in the event no Revolving Credit Loans are then outstanding, such proceeds shall be paid directly to the property Borrowers’ accounts maintained at the Administrative Agent. The Administrative Agent agrees to use reasonable efforts to assist the Borrower in collecting all amounts owed to the Borrowers under such policies of insurance, and shall cooperate with and permit Borrower to negotiate and agree to all commercially reasonable settlements and adjustments of any claims made under such policies. For purposes of clarification, in each case to the extent insuring the Collateral; provided that, unless an Event event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), all proceeds paid from insurers under the disposition Borrowers’ policies of property insurance on account of such amounts Recovery Event that are applied to be pay down the outstanding Revolving Credit Loans and are subsequently borrowed by the Borrowers and used by the Borrowers to restore or rebuild the property that was the subject of the Recovery Event shall deemed permitted expenditures to the provisions same extent as if the Borrowers had received the proceeds of subsection 3.4(c) to the extent applicable, and, unless an Recovery Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancedirectly.
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Maintenance of Property; Insurance. Keep Broker/Dealer shall maintain and preserve all property of its Property which is used or useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, condition (ordinary wear and tear excepted) and make all necessary repairs thereto and renewals and replacements thereof except where failure to do so would not reasonably be expected to have result, in the aggregate, in a Material Adverse Effect; use commercially reasonable efforts to (i) . Broker/Dealer further shall maintain insurance with responsible and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material associations with respect to the business of the Loan Parties, taken as a wholeits properties and business, in at least such amounts and against at least covering such risks (but including as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event public liability in amount, adequacy and business interruption) scope reasonably satisfactory to Lender. All property policies are to be made payable to Lender in case of loss, under a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, Lender may require to fully protect its interest and furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreementpayments to be made under such policies. Broker/Dealer shall make or cause to be made all necessary repairs or replacements of its property and equipment and any proceeds of insurance shall, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring that such proceeds are paid to Lender, be paid by Lender to Broker/Dealer as reimbursement for the Collateralcosts of such repairs or replacements. All certificates of insurance are to be delivered to Lender and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of Lender and such other Persons as Lender may designate from time to time, and shall provide ten (10) days’ prior written notice before the effective date of cancellation if insurer cancels for non-payment of premium or for not less than thirty (30) days’ prior written notice to Lender of the exercise of any right of cancellation for any other reason. If Broker/Dealer fails to maintain such insurance, Lender may arrange for such insurance, but at Broker/Dealer’s expense and without any responsibility on Lxxxxx’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the sole right, in its name or in the name of Broker/Dealer, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, 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; provided that, unless an Event otherwise applied toward the repayment of Default the Obligations, any amounts collected by Lender in connection with such insurance policies shall, at any time that Lender shall not have occurred elected to terminate the Loan Commitment and declare the Loans due and payable hereunder, be continuing, the Collateral Agent shall turn over remitted to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligor.
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Samples: Revolving Note and Cash Subordination Agreement (Cohen & Co Inc.)
Maintenance of Property; Insurance. Keep (i) Except to the extent that the failure to do so could not, in any case, reasonably be expected to result in a Material Adverse Effect, keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3, (ii) maintain, and shall cause each of its Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons (such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All material insurance policies or certificates (or certified copies thereof) with respect to such insurance and any other insurance policies to the extent requested by the Administrative Agent (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, by naming the Collateral Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days’ prior written notice thereof by the insurer to the Administrative Agent) and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders 178 in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named use commercially reasonable efforts to obtain insurance at such levels at least equal to those set forth on Schedule 7.8. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as an additional insured a Special Flood Hazard Area with respect to liability policies maintained by which flood insurance has been made available under the Loan Parties National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower or the applicable Credit Party shall maintain, or cause to be maintained, with IRIC or another financially sound and reputable insurer, flood insurance in amounts and otherwise sufficient to comply with all applicable Flood Insurance Laws and shall, upon the Collateral reasonable request of the Administrative Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect deliver to the property insurance, Administrative Agent evidence of such compliance in each case form and substance reasonably acceptable to the extent insuring the Collateral; provided thatAdministrative Agent, unless an Event of Default shall have occurred and be continuingincluding, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties without limitation (and, for the avoidance of doubt, any other proceeds from a Recovery Eventif so requested), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations (together with a notice about special flood hazard area status and be continuing, the Collateral Agent agrees that flood disaster assistance duly executed by the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceCredit Party relating thereto).
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Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (iii) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, that subject to any the ABL/Term Loan Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, Parties shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, Agent for the benefit of the Secured Parties, Parties shall be named as loss payee with respect to the property insuranceinsurance maintained by the Borrower and each Subsidiary Guarantor; provided, in each case to the extent insuring the Collateral; provided that, that unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Restricted Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
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Maintenance of Property; Insurance. Keep (i) Keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3(b), (ii) maintain, and shall cause each of its Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All insurance policies or certificates (or certified copies thereof) with respect to such insurance (A) shall be endorsed to the Administrative Agent's reasonable satisfaction for the benefit of the Lenders (including, without limitation, by naming the Administrative Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days' prior written notice thereof by the insurer to the Administrative Agent and (iii) furnish to the Administrative Agent, upon written requeston the Amendment and Restatement Effective Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named as an additional insured with respect use commercially reasonable efforts to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect obtain insurance at such levels at least equal to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancethose set forth on Schedule 7.8.
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Maintenance of Property; Insurance. Keep (i) Keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3(b), (ii) maintain, and shall cause each of its -------------- Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All insurance policies or certificates (or certified copies thereof) with respect to such insurance (A) shall be endorsed to the Administrative Agent's reasonable satisfaction for the benefit of the Lenders (including, without limitation, by naming the Administrative Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days' prior written notice thereof by the insurer to the Administrative Agent and (iii) furnish to the Administrative Agent, upon written requeston the Initial Borrowing Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or ------------ on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named as an additional insured with respect obtain insurance at such levels at least equal to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.those set forth on Schedule 7.8. ------------
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Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; carried and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after following the date that is 30 days after the Restatement 2021 Amendment Effective Date (or such later date as may be agreed by Date, the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the Collateral Agent, for the benefit of the Secured Parties, shall be named as lender loss payee payee, and if applicable, mortgagee with respect to the property insurance, in each case to maintained by the extent insuring the CollateralBorrower and any Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or lender loss payee and, if applicable, mortgagee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c3.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (Frontdoor, Inc.)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesHoldings and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesHoldings and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to any the ABL Intercreditor Agreement, the Intercreditor Agreement or any Other Intercreditor Agreement and the Foreign Subsidiary Documentation Principles, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Holdings and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by Holdings and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower Holdings any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties Holdings and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower Holdings and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to Holdings.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after Term Collateral Agent or the Restatement Effective Date Secured Party Representative (or such later date as may be agreed by bailee for perfection for the Administrative Agent in its sole discretion) the Term Collateral Agent), for the benefit of the Secured Parties, shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties policies, and the Term Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the CollateralCollateral and in accordance with subsection 3.4 of the Intercreditor Agreement as in effect on the date hereof; provided that, unless an Event of Default shall have occurred and be continuing, the Term Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c3.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Term Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all its property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruptionproduct liability) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business. All liability policies shall show, or have endorsements showing, the Administrative Agent as an additional insured. The Borrower shall promptly give the Administrative Agent notice once Borrower has been notified by any insurance company that such insurance company intends to cancel, amend, or decline to renew Borrower’s policy. Each insurance policy shall provide that the insurer shall endeavor to give the Administrative Agent at least twenty (20) days prior notice before canceling, amending or declining to renew the policy. At the Administrative Agent’s request, the Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at the Administrative Agent’s option, be payable to the Lenders on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, the Borrower shall have the option of applying the proceeds of any casualty policy up to Fifty Thousand Dollars ($50,000) with respect to any loss, but not exceeding One Hundred Thousand Dollars ($100,000) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which the Administrative Agent has been granted a first priority security interest subject only to Liens permitted pursuant to Section 7.3, and furnish to (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of the Administrative Agent, upon written request, information in reasonable detail as be payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) on account of the Collateral Obligations. If the Borrower fails to obtain insurance as required under this Section 6.6 or to pay any amount or furnish any required proof of payment to third persons and the Administrative Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall turn over to the Borrower any amounts received by it as an additional insured may make all or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition part of such amounts to be subject to payment or obtain such insurance policies required in this Section 6.6, and take any action under the provisions of subsection 3.4(c) to policies the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Administrative Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancedeems prudent.
Appears in 1 contract
Samples: Credit Agreement (XOOM Corp)
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any 191 event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days’ prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the applicable Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 1 contract
Samples: Fourth Amendment (Cornerstone Building Brands, Inc.)
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after ABL Collateral Agent or the Restatement Effective Date Secured Party Representative (or such later date as may be agreed by bailee for perfection for the Administrative Agent in its sole discretion) the ABL Collateral Agent), for the benefit of the Secured Parties, shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties policies, and the ABL Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, insurance covering Inventory and/or Transportation Equipment that constitutes Collateral maintained by any Loan Party and in each case to accordance with subsection 3.4 of the extent insuring Intercreditor Agreement as in effect on the Collateraldate hereof; provided that, unless an Event of Default or a Liquidity Event shall have occurred and be continuing, the ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicableParties, and, unless an Event of Default shall have occurred and be continuing, the ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower of Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all property material Property and systems useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted, and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all property material to the business of the Loan Parties, taken as a whole, its Property in at least such amounts and against at least such risks (but including in any event public liability and business interruptionproduct liability) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business. The Borrower shall furnish certificates, policies and furnish endorsements to Administrative Agent as Administrative Agent shall reasonably request as proof of such insurance, and, if the Borrower fails to do so, Administrative Agent is authorized, but not required, to obtain such insurance at the expense of the Borrower. All policies shall provide for at least thirty (30) days prior written notice to Administrative Agent of any cancellation or reduction of coverage. The Borrower shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Borrower shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent, upon written request, information in reasonable detail as . Any such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the ratable benefit of the Secured Parties, as its interests may appear and further specify that Administrative Agent shall be named as an additional insured with respect to liability policies maintained paid regardless of any act or omission by the Loan Parties Borrower or any of its Affiliates. Subject to the terms of the Senior Lien Intercreditor Agreement and any Customary Intercreditor Agreement, the Collateral Administrative Agent, for the benefit of the Secured Partiesat its option, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an may apply any insurance proceeds received by Administrative Agent at any time while any Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over continuing to the Borrower cost of repairs or replacement of Collateral and/or, to payment of the Obligations, whether or not then due, in any amounts received by it order and in such manner as an additional insured Administrative Agent may determine or loss payee under any hold such property insurance maintained by such Loan Parties (and, proceeds as cash collateral for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Parker Drilling Co /De/)
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order (ordinary wear and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effecttear and casualty excepted); use commercially reasonable efforts to (ib) maintain insurance coverage with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the on physical assets and against other business of the Loan Parties, taken as a whole, risks in at least such amounts and against at least of such risks types as are customarily carried by companies similar in size and nature (but including in any event without limitation casualty and public liability and property damage insurance), and in the event of acquisition of additional property, real or personal, or of the incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business interruptionjudgment and present practice or any applicable Requirements of Law would dictate; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in the case of personal property interests, lender loss payee) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against their respective interests may appear; (d) in the same general area by companies engaged in case of all public liability insurance policies, such policies shall list the same or a similar businessAgent as an additional insured, and furnish to the Administrative Agent, upon written as Agent may reasonably request, information in reasonable detail as to the insurance carried; and (iie) ensure thatif requested by Agent, subject certificates evidencing such policies, including all endorsements thereto, to be deposited with Agent, such certificates being in form and substance reasonably acceptable to Agent. If no Event of Default has occurred and is continuing, proceeds payable under any Intercreditor Agreementcasualty policy will, at all times on and after Borrowers’ option, be payable to Borrowers to replace or reinvest in property used or useful in the date Borrowers’ business, provided that is 30 days after the Restatement Effective Date (or any such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, replacement property shall be named as an additional insured with respect to liability policies maintained by deemed Collateral in which the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless Agent has been granted a first priority security interest. If an Event of Default shall have has occurred and be is continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee all proceeds payable under any such property insurance maintained by such Loan Parties (andpolicy shall, for at the avoidance of doubtAgent’s option, any other proceeds from a Recovery Event), be payable to the disposition of such amounts Agent to be subject to applied on account of the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceTerm Loans in accordance with Section 4.8.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (i) Except to the extent that the failure to do so could not, in any case, reasonably be expected to result in a Material Adverse Effect, keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3, (ii) maintain, and shall cause each of its Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All material insurance policies or certificates (or certified copies thereof) with respect to such insurance and any other insurance policies to the extent requested by the Administrative Agent (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, by naming the Collateral Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days’ prior written notice thereof by the insurer to the Administrative Agent and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named as an additional insured with respect use commercially reasonable efforts to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect obtain insurance at such levels at least equal to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancethose set forth on Schedule 7.8.
Appears in 1 contract
Maintenance of Property; Insurance. (i) Keep all property useful and necessary in the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including or any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan PartiesBorrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (iivi) use commercially reasonable efforts to ensure that, subject to the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, for the benefit of the applicable Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties Borrower and each Subsidiary Guarantor and the Collateral Agent, Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in insurance maintained by the Borrower and each case to the extent insuring the CollateralSubsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties the Borrower and its Subsidiaries, (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(cB) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the its applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceinsurance and (C) all proceeds from a Recovery Event shall be paid to the Borrower.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Nci Building Systems Inc)
Maintenance of Property; Insurance. Keep Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful and necessary (including, but not limited to, equipment) used in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, and subject to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to Section 8.4(b), (iii) maintain insurance with insurance companies (including any Captive Insurance Subsidiary) insurance on, respect to its properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained, and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on each anniversary thereof, information in reasonable detail certificates of insurance as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date . All insurance policies or certificates (or certified copies thereof) with respect to such later date as may insurance (A) shall be agreed by endorsed to the Administrative Agent in its sole discretion) the Collateral Agent, 's reasonable satisfaction for the benefit of the Secured PartiesAgent and Lenders (including, shall be named as an additional insured with respect to liability policies maintained without limitation, by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named naming Agent as loss payee with respect or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be cancelled or revised without thirty days' prior to written notice thereof by the insurer to the property insuranceAgent. At any time that insurance at levels described in Schedule 7.8 is not being maintained by Holdings or any of its Subsidiaries, Borrowers will notify the Lenders in each case writing within five Business Days thereof and, if thereafter notified by Agent or the Required Lenders to the extent insuring the Collateral; provided thatdo so, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured Borrowers or loss payee under any such property Subsidiary, as the case may be, shall obtain insurance maintained by at such Loan Parties (and, for the avoidance levels at least equal to those set forth on Schedule 7.8. The provisions of doubt, any other proceeds from a Recovery Event), the disposition of such amounts this Section 7.8 shall be deemed to be subject to supplemental to, but not duplicative of, the provisions of subsection 3.4(c) to any of the extent applicable, and, unless an Event Security Documents that require the maintenance of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (Natg Holdings LLC)
Maintenance of Property; Insurance. Keep (i) Except to the extent that the failure to do so could not, in any case, reasonably be expected to result in a Material Adverse Effect, keep, and cause each of its Subsidiaries to keep, all property (including, but not limited to, equipment) useful and necessary in the for its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure normal wear and tear and damage by casualty excepted, subject to do so would not reasonably be expected Section 8.3, (ii) maintain, and shall cause each of its Subsidiaries to have a Material Adverse Effect; use commercially reasonable efforts maintain, with financially sound and reputable insurers, insurance with respect to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, its material properties and business against loss or self insure, all property material to the business damage of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually kinds customarily insured against by Persons engaged in the same general area or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Such insurance shall be maintained with financially sound and reputable insurers, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or a similar businessbusiness or having similar properties similarly situated) may be effected through self-insurance, provided adequate reserves therefor, in accordance with GAAP, are maintained. All insurance policies or certificates (or certified copies thereof) with respect to such insurance (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, by naming the Collateral Agent as loss payee or additional insured, as appropriate); and (B) shall state that such insurance policy shall not be canceled or revised without thirty days’ prior written notice thereof by the insurer to the Administrative Agent and (iii) furnish to the Administrative Agent, upon written requeston the Closing Date and on the date of delivery of each annual financial statement, full information in reasonable detail as to the insurance carried; and (ii) ensure that. At any time that insurance at levels described in Schedule 7.8 is not being maintained by or on behalf of the Borrower or any of its Subsidiaries, subject to any Intercreditor Agreementthe Borrower will notify the Lenders in writing within two Business Days thereof and, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed if thereafter notified by the Administrative Agent in its sole discretion) or the Collateral AgentRequired Lenders to do so, for the benefit of Borrower or any such Subsidiary, as the Secured Partiescase may be, shall be named as an additional insured with respect use commercially reasonable efforts to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect obtain insurance at such levels at least equal to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancethose set forth on Schedule 7.8.
Appears in 1 contract
Maintenance of Property; Insurance. Keep Borrower and Guarantor shall keep all property useful and necessary in the business of the Loan Parties, taken as a whole, their businesses in good working order and condition, except where failure for ordinary wear and tear and damage or loss to do so would not reasonably be expected to have a Material Adverse Effectthe extent covered by insurance; use commercially reasonable efforts to (i) maintain all workers' compensation insurance required by law; maintain with insurance companies that are rated A8 or better by A.M. Best Company, Inc. (including any Captive Insurance Subsidiaryor the equivalent thereof or otherwise approved by Agent), insurance on all of their personal property having an insurable value in amounts sufficient to insure One Hundred Percent (100%) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, actual replacement costs thereof (subject to normal deductibles and/or self insured retentions in an amount not in excess of the amounts in place at least such amounts the Closing Date) and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, or, in case an Event of Default shall occur and be continuing as the Agent may specify from time to time, with insurers in amounts reasonably acceptable to Agent. Borrower shall furnish to the Administrative Agent, upon written requestrequest of Agent, full information in reasonable detail as to the insurance carried; . If either the Borrower or Guarantor fails to do so, Agent may obtain such insurance and (ii) ensure charge the cost thereof to the Borrower's account and add it to the Obligations hereunder. Lenders agree that, subject if any loss should occur, and no Event of Default has occurred hereunder, Guarantor or Borrower, as the case may be, may apply such insurance proceeds to any Intercreditor Agreementrepair or replace the Collateral as to which the loss occurred, at all times on provided that the Borrower and after the date that is 30 days after the Restatement Effective Date (Guarantor promptly execute and deliver to Agent such documents, instruments, financing statements or such later date other agreements as may be agreed by reasonably necessary to perfect the Administrative security interest of the Agent for the benefit of Lenders in its sole discretion) all such property, or if not so applied or if a Default or an Event of Default has occurred hereunder and is continuing, Borrower and Guarantor agree that, the Collateral proceeds of all such insurance policies may be applied to the payment of all or any part of the Obligations hereunder, as a Majority of Lenders may direct. The Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured PartiesLenders, shall be named as loss payee with respect to the property insurance, in each case or mortgagee on such insurance policies to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, that such policies insure the Collateral and Borrower and Guarantor, as the case may be, shall furnish Agent and each Lender insurance certificates to such effect. All policies shall turn over provide for at least thirty (30) days' written notice of cancellation to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceAgent.
Appears in 1 contract
Maintenance of Property; Insurance. (a) (i) Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; use commercially reasonable efforts to (iii) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self self-insure, all property material to the business of the Loan Parties, 181 taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (iiiv) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the ABL Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to property insurance covering Inventory that constitutes Collateral and for the property insuranceMortgaged Properties, in each case to the extent insuring the Collateralmaintained by any Borrower and any Subsidiary Guarantor that is a Loan Party; provided that, unless an Event (A) except during the continuance of Default shall have occurred and be continuinga Cash Dominion Period, the ABL Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties and (and, for B) except during the avoidance continuance of doubt, any other proceeds from a Recovery Event)Cash Dominion Period, the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the ABL Collateral Agent agrees that the Parent Borrower and/or the applicable other Borrower or Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (Veritiv Corp)
Maintenance of Property; Insurance. (a) Keep all property material Property and systems useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted, and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all property material to the business of the Loan Parties, taken as a whole, its Property in at least such amounts and against at least such risks (but including in any event public liability and business interruptionproduct liability) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business. The Borrower shall furnish certificates, policies and endorsements to Administrative Agent as Administrative Agent shall reasonably require as proof of such insurance, and, if the Borrower fails to do so, Administrative Agent is authorized, but not required, to obtain such insurance at the expense of the Borrower. All policies shall provide for at least thirty (30) days prior written notice to Administrative Agent of any cancellation or reduction of coverage and that Administrative Agent may act as attorney-in-fact for the Borrower in obtaining, and furnish at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. The Borrower shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Borrower shall obtain non‑contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent, upon written request, information in reasonable detail as . Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the ratable benefit of the Secured Parties, as its interests may appear and further specify that Administrative Agent shall be named as an additional insured with respect to liability policies maintained paid regardless of any act or omission by the Loan Parties and the Collateral Borrower or any of its Affiliates. The Administrative Agent, for the benefit of the Secured Partiesat its option, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an may apply any insurance proceeds received by Administrative Agent at any time while any Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over continuing to the Borrower cost of repairs or replacement of Collateral and/or, to payment of the Obligations, whether or not then due, in any amounts received by it order and in such manner as an additional insured Administrative Agent may determine or loss payee under any hold such property insurance maintained by such Loan Parties (and, proceeds as cash collateral for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligations.
Appears in 1 contract
Maintenance of Property; Insurance. Keep Borrowers shall keep all property useful and necessary in the their business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain all workers’ compensation insurance required by law; maintain with financially sound and reputable insurance companies insurance on all of their real and personal property in amounts consistent with past practices of Borrowers (including any Captive Insurance Subsidiaryin amounts sufficient to insure one hundred percent (100%) insurance on, or self insure, all property material to the business of the Loan Parties, taken actual replacement costs thereof) (subject to normal deductibles and/or self-insured retentions in amounts not in excess of the amounts in place as a whole, in at least such amounts of the date of this Agreement) and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, or, in case of an Event of Default, as the Lender may reasonably specify from time to time, that Lender may reasonably request from time to time, and furnish to the Administrative AgentLender, upon promptly after written request, any information in reasonable detail as to the insurance carried; . If Borrowers fail to do so, the Lender may obtain such insurance and (ii) ensure charge the cost thereof to the Borrowers’ account and add it to the Obligations. The Borrowers agree that, subject if any loss should occur, the proceeds of all such insurance policies may be applied to the payment of all or any Intercreditor Agreementpart of the Obligations, at all times as the Lender may direct. Lender shall be named an additional named insured, lender loss payee and mortgagee on such insurance policies, as the case may be, to the extent that such policies insure the Collateral. In the event of any casualty for which the proceeds of insurance are less than Twenty Five Thousand and after 00/100 Dollars ($25,000.00), however, the date Borrowers shall be entitled to retain such proceeds for the purpose of repairing or replacing the insured property, provided that is 30 days after the Restatement Effective Date (Borrowers promptly execute and deliver to the Lender such documents, instruments, financing statements or such later date other agreements as may be agreed by necessary to perfect the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit security interest of the Secured PartiesLender in all such property. All policies shall provide for at least thirty (30) days’ written notice of cancellation to the Lender, except premium nonpayment cancellation which shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties ten (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c10) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancedays’ written notice.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, ordinary wear and tear and damage by casualty excepted and except where the failure to do so would not reasonably be expected to have result in a Material Adverse Effect; use commercially reasonable efforts to , (ib) maintain with financially sound and reputable insurance companies insurance (including any Captive Insurance Subsidiary) or pursuant to self-insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, extent commercially reasonable) in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are consistent with determinate in the past practices reasonable good faith judgment of a Responsible Officer of the Borrower to be prudent; and (c) provide that each casualty or property insurance policy or general liability policy maintained or required to be maintained by any Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish to Party shall (i) name the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit behalf of the Secured Parties, as loss payee pursuant to a so-called “standard mortgagee clause” or “Lender’s loss payable endorsement,” with respect to property coverage of such Loan Party, and shall be named name the Administrative Agent on behalf of the Secured Parties as an additional insured insured, with respect to general liability policies maintained coverage, (ii) provide that no action of any Loan Party or any Subsidiary or any other Person shall void any such policy as to the Administrative Agent or the Lenders, (iii) use commercially reasonable efforts to see that such certificates provide that the insurers shall endeavor to notify the Administrative Agent of any proposed cancellation in accordance with the policy provisions and that the Administrative Agent or the Lenders will have the opportunity to correct any deficiencies justifying such proposed cancellation and (iv) cause any Insurance Subsidiary to (A) conduct its insurance business in compliance with all applicable insurance laws, rules, regulations and orders and using sound actuarial principles and (B) maintain usual and customary stop-loss coverage and excess coverage reinsurance for individual claims. The insurance premiums and other expenses charged by any Insurance Subsidiary to the Loan Parties Borrower and the Collateral Agent, for the benefit of the Secured Parties, its Subsidiaries shall be named as loss payee reasonable and customary. The Borrower will provide the Administrative Agent (A) copies of any outside actuarial reports prepared with respect to the property insuranceany projection, in valuation or appraisal of any Insurance Subsidiary promptly after receipt thereof and (B) once each case year promptly after receipt thereof, an actuarial opinion with respect to any Insurance Subsidiary from a recognized actuarial firm reasonably satisfactory to the extent insuring Administrative Agent; and (e) if any portion of any Mortgaged Property is located in an area identified by the Collateral; provided thatFederal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or any successor act thereto), unless either (x) cause the applicable Mortgage to be released in accordance with Section 9.11 hereof or (y) (A) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an Event of Default shall have occurred amount and be continuing, the Collateral Agent shall turn over otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties Flood Insurance Laws and (and, for B) deliver to the avoidance of doubt, any other proceeds from a Recovery Event), the disposition Administrative Agent evidence of such amounts to be subject compliance in form and substance reasonably acceptable to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (21st Century Oncology Holdings, Inc.)
Maintenance of Property; Insurance. Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after the date that is 30 days after Revolving Collateral Agent or the Restatement Effective Date Secured Party Representative (or such later date as may be agreed by bailee for perfection for the Administrative Agent in its sole discretion) the Revolving Collateral Agent), for the benefit of the Secured Parties, shall be named as an additional insured insureds with respect to liability policies maintained by the Loan Parties policies, and the Revolving Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the CollateralCollateral and in accordance with subsection 3.4 of the Intercreditor Agreement as in effect on the date hereof; provided that, unless an Event of Default shall have occurred and be continuing, the Revolving Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c4.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Revolving Collateral Agent agrees that the Parent Borrower and/or the applicable Subsidiary Guarantor or other Borrower shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Revolving Credit Agreement (Great North Imports, LLC)
Maintenance of Property; Insurance. Keep Cause all property useful properties and assets necessary in for the conduct of its business or the business of any Subsidiary to be maintained and kept in such condition, repair and working order as is necessary for the Loan Partiesconduct of its business and supplied with all necessary equipment and cause to be made all necessary repairs, taken renewals, replacements, betterments and improvements thereof, as a wholepromptly as is reasonably practicable; PROVIDED, that nothing in this Section shall prevent the Borrower or any Subsidiary from discontinuing the operation or maintenance of any such properties if such discontinuance is, as determined by the Borrower or such Subsidiary in good working order and conditionfaith, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, desirable in the conduct of its business or self insure, all property material to the business of the Loan Parties, taken as a whole, any Subsidiary; maintain with financially sound and reputable insurance companies insurance concerning its property and business in at least such amounts and against at least such casualties, risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise contingencies as are usually insured against in the same general area by companies engaged in the same or a similar business, ; and furnish to the Administrative Agent, upon written request, such information in reasonable detail as to the insurance carried; carried as is requested. All policies of insurance shall be in such form and (ii) ensure that, subject with such deductibles as are satisfactory to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by Administrative Agent. The Borrower shall deliver to the Administrative Agent each year a certificate of insurance for each policy of insurance and evidence of payment of all premiums therefor. With respect to property or casualty policies, such policies of insurance and the certificates evidencing the same shall contain endorsements, in its sole discretion) form and substance acceptable to the Collateral Administrative Agent, showing losses payable to the Administrative Agent for the benefit of the Secured Parties, shall be named as an additional insured with its interest may appear. With respect to liability policies, such policies maintained by the Loan Parties of insurance and the Collateral Agent, for certificates evidencing the benefit of same shall contain endorsements listing the Administrative Agent and the Secured PartiesParties as additional insureds, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.as
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all property prop- erty and assets useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and conditioncondition (ordinary wear and tear excepted); (b) Subject to the other provisions of this subsection 7.5, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all its property material to the business of the Loan Parties, taken as a whole, and assets in at least such amounts and with only such deductibles as are usually maintained by, and against at least such risks (but including including, in any event public event, general liability and property insurance (in- cluding business interruption) and such other insurance against such risks as are consistent with the past practices of the Loan Parties or otherwise Administrative Agent may from time to time reasonably require) as are usually insured against in the same general area by by, companies engaged in the same or a similar business, and furnish to each Lender, upon written request of any Lender (made through the Administrative Agent), upon written request, information in reasonable detail full infor- mation as to the insurance carried; and (c) Each insurance policy described in subsection 7.5(b) shall provide that (i) it may not be materially modified, reduced, cancelled or otherwise terminated without at least thirty (30) days' prior written no- txxx to the Administrative Agent; (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent is permit- txx to pay any premium therefor within thirty (30) days after receipt of any notice stating that such premium has not been paid when due; (iii) to the extent such insurance policy constitutes property insurance, the Admin- istrative Agent shall be named as loss payee, pursuant to a standard non- contributory New York mortgagee endorsement and shall be in its sole discretionan amount at least sufficient to prevent coinsurance liability; and (v) with respect to liability insurance, the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent shall be named as an addi- tional insured; (d) At least five (5) Business Days prior to the expiration of any insurance policy or policies required by this subsection 7.5, the applicable Credit Party shall deliver to the Administrative Agent such in- surance policy or policies renewing or extending such expiring insurance policy or policies, renewal or extension insurance certificates or other reasonable evidence of renewal or extension providing that such insurance policy or policies are in full force and effect, in each case, as shall be reasonably satisfactory to the Administrative Agent; (e) No Credit Party will purchase separate insurance policies concurrent in form or contributing in the event of loss with the insurance policies described in subsection 7.5(b), unless the Administrative Agent is included thereon as an additional insured with respect to liability policies maintained by or, if applicable, as a loss payee. The applicable Credit Party will promptly notify the Loan Parties Administrative Agent whenever any such separate insurance policy is obtained and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect promptly deliver to the property Administrative Agent the insurance policy or insur- ance certificate evidencing such insurance, in each case as shall be rea- sonably satisfactory to the extent insuring Administrative Agent; and (f) In the Collateral; provided that, unless event that the proceeds of any insurance claim are paid after the Administrative Agent has exercised its right to foreclose after an Event of Default such proceeds shall have occurred and be continuing, the Collateral Agent shall turn over paid to the Borrower Administrative Agent to satisfy any amounts received by it as an additional insured or loss payee under any deficiency remaining after such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceforeclosure. 7.6.
Appears in 1 contract
Maintenance of Property; Insurance. Keep Borrower shall keep all property useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain all workers' compensation insurance required by law; maintain with financially sound and reputable insurance companies insurance on all of its real and personal property in amounts consistent with past practices of Borrower in amounts sufficient to insure one hundred percent (including any Captive Insurance Subsidiary100%) insurance on, or self insure, all property material to the business of the Loan Parties, taken actual replacement costs thereof (subject to normal deductibles and/or self-insured retentions in amounts not in excess of the amounts in place as a whole, in at least such amounts of the date of this Agreement) and against at least such risks (but including in any event public liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, or, in case of an Event of Default, as Lender may reasonably specify from time to time, that Lender may reasonably request from time to time, and furnish to the Administrative AgentLender, upon promptly after written request, any information in reasonable detail as to the insurance carried; . If Borrower fails to do so, the Lender may obtain such insurance and (ii) ensure charge the cost thereof to Borrower's account and add it to the Obligations. Borrower agrees that, if any loss should occur, the proceeds of all such insurance policies may be applied to the payment of all or any part of the Obligations, as Lender may direct, subject to any the terms of the Intercreditor Agreement, at all times Lender shall be named an additional named insured, lender loss payee and mortgagee on such insurance policies, as the case may be, to the extent that such policies insure the Collateral. In the event of any casualty, and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed limited by the Administrative Agent in its sole discretion) terms of the Collateral AgentIntercreditor Agreement, Borrower shall be entitled to retain insurance proceeds for the benefit purpose of repairing or replacing the Secured Partiesinsured property, provided that Borrower promptly executes and delivers to Lender such documents, instruments, financing statements or other agreements as may be necessary to perfect the security interest of Lender in all such property. All policies shall provide for at least thirty (30) days' written notice of cancellation to Lender, except premium nonpayment cancellation which shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any such property insurance maintained by such Loan Parties ten (and, for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c10) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurancedays' written notice.
Appears in 1 contract
Samples: Warrant Agreement (Qep Co Inc)
Maintenance of Property; Insurance. Keep (a)Keep all property useful and necessary in the business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to (i) maintain with insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the business of the Loan Parties, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business, and ; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; carried and (ii) ensure that, subject to any Intercreditor Agreement, that at all times on and after following the date that is 30 days after the Restatement 2021 Amendment Effective Date (or such later date as may be agreed by Date, the Administrative Agent in its sole discretion) the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties policies, and the Collateral Agent, for the benefit of the Secured Parties, shall be named as lender loss payee payee, and if applicable, mortgagee with respect to the property insurance, in each case to maintained by the extent insuring the CollateralBorrower and any Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or lender loss payee and, if applicable, mortgagee under any such property insurance maintained by such Loan Parties (and, for the avoidance of doubt, any other proceeds from a Recovery Event)Parties, the disposition of such amounts to be subject to the provisions of subsection 3.4(c3.4(d) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Credit Agreement (Frontdoor, Inc.)
Maintenance of Property; Insurance. (a) Keep all property material Property and systems useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; use commercially reasonable efforts to ordinary wear and tear excepted, and (ib) maintain with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, on all property material to the business of the Loan Parties, taken as a whole, its Property in at least such amounts and against at least such risks (but including in any event public liability and business interruptionproduct liability) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business. The Parent Borrower shall furnish certificates, policies and endorsements to Administrative Agent as Administrative Agent shall reasonably require as proof of such insurance, and, if the Parent Borrower fails to do so, Administrative Agent is authorized, but not required, to obtain such insurance at the expense of the Parent Borrower. All policies shall provide for at least thirty (30) days prior written notice to Administrative Agent of any cancellation or reduction of coverage and that Administrative Agent may act as attorney-in-fact for the Parent Borrower in obtaining, and furnish at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. The Parent Borrower shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Parent Borrower shall obtain non‑contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent, upon written request, information in reasonable detail as . Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to the insurance carried; and (ii) ensure that, subject to any Intercreditor Agreement, at all times on and after the date that is 30 days after the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, for the ratable benefit of the Secured Parties, as its interests may appear and further specify that Administrative Agent shall be named as an additional insured with respect to liability policies maintained paid regardless of any act or omission by the Loan Parties and the Collateral Parent Borrower or any of its Affiliates. The Administrative Agent, for the benefit of the Secured Partiesat its option, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless an may apply any insurance proceeds received by Administrative Agent at any time while any Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over continuing to the Borrower cost of repairs or replacement of Collateral and/or, to payment of the Obligations, whether or not then due, in any amounts received by it order and in such manner as an additional insured Administrative Agent may determine or loss payee under any hold such property insurance maintained by such Loan Parties (and, proceeds as cash collateral for the avoidance of doubt, any other proceeds from a Recovery Event), the disposition of such amounts to be subject to the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceObligations.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all material property it deems, in its reasonable business judgment, useful and necessary in the its business of the Loan Parties, taken as a whole, in good working order (ordinary wear and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effecttear and casualty excepted); use commercially reasonable efforts to (ib) maintain insurance coverage with financially sound and reputable insurance companies (including any Captive Insurance Subsidiary) insurance on, or self insure, all property material to the on physical assets and against other business of the Loan Parties, taken as a whole, risks in at least such amounts and against at least of such risks types as are customarily carried by companies similar in size and nature (but including in any event without limitation casualty and public liability and property damage insurance), and in the event of acquisition of additional property, real or personal, or of the incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business interruptionjudgment and present practice or any applicable Requirements of Law would dictate; (c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in the case of personal property interests, lender loss payee) as are consistent with the past practices of the Loan Parties or otherwise as are usually insured against their respective interests may appear; (d) in the same general area by companies engaged in case of all public liability insurance policies, such policies shall list the same or a similar businessAgent as an additional insured, and furnish to as the Administrative Agent, upon written Agent may reasonably request, information in reasonable detail as to the insurance carried; and (iie) ensure thatif requested by the Agent, subject certificates evidencing such policies, including all endorsements thereto, to be deposited with the Agent, such certificates being in form and substance reasonably acceptable to the Agent. If no Event of Default has occurred and is continuing, proceeds payable under any Intercreditor Agreementcasualty policy will, at all times on and after the date Borrowers’ option, be payable to the Borrowers to replace or Reinvest in property used or useful in the Borrowers’ business, provided that is 30 days after any such replacement property shall be deemed Collateral in which the Restatement Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) the Collateral Agent, has been granted a first priority security interest for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance, in each case to the extent insuring the Collateral; provided that, unless Lenders. If an Event of Default shall have has occurred and be is continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee all proceeds payable under any such property insurance maintained by such Loan Parties (andpolicy shall, for at the avoidance of doubtAgent’s option, any other proceeds from a Recovery Event), be payable to the disposition of such amounts Agent to be subject to applied on account of the provisions of subsection 3.4(c) to the extent applicable, and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to adjust or settle any claims under such insuranceTerm Loan in accordance with Section 4.8.
Appears in 1 contract