Maintenance of Property; Insurance. Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); maintain insurance (including insurance against claims and liabilities arising out of the 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 as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 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 Agent 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 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 consistent with prudent business practice.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance companies, insurance (including self-insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any servicesretentions on a basis consistent with past practice) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The .
(b) If the Borrower shall deliver to the 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 insurance in accordance with this Section 9.03, the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then Administrative Agent shall have the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay the Borrower agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring 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. insurance.
(c) The Borrower (x) will, and will furnish to the Agent prompt written notice of any casualty or cause each other Credit Party to, at all times keep its property insured damage to any material portion in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance, (i) shall be endorsed to the commencement of any action or proceeding Collateral Agent’s satisfaction for the taking of any material portion benefit of the Collateral or interest therein under power Agent (including, without limitation, by naming the Collateral Agent as loss payee (in respect of eminent domain or by condemnation or similar proceedingproperty insurance) and/or additional insured (in respect of all insurance)), (ii) shall state that the respective insurer shall endeavor to provide at least 30 days’ prior written notice to the Collateral Agent prior to the cancellation of any such insurance policy, and (yiii) will ensure that the Net Cash Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance shall be deposited with the Collateral Agent, in each case subject to any applicable provisions of this Credit the Xxx Intercreditor Agreement and or the Security Pulitzer Intercreditor 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 consistent with prudent business practiceapplicable.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); maintain and
(b) Maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and with only such deductibles as are usually maintained by, and against at least such risks 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, (i) annually, a schedule disclosing (in a manner substantially similar to that used in the Agent, on schedule provided pursuant to subsection 5.1(v)) all insurance against products liability risk maintained by the Closing Date Borrowers and promptly after the Agent’s their Subsidiaries pursuant to this subsection 6.4(b) or otherwise and (ii) upon written request thereafter (to be made no more frequently than annually)of any Lender, full information as to the insurance carried. The Borrower .
(c) All insurance policies required hereunder relating to Collateral shall deliver name the Administrative Agent as an additional insured and shall contain lender loss payable clauses in the form submitted to the Agent for Borrowers by the benefit of Administrative Agent, or otherwise in form and substance satisfactory to 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 Required Lenders, naming the Agent Administrative Agent, as lender lender’s loss payee, as its interests may appear, and providing that
(yi) all proceeds thereunder shall be payable to all general liability and umbrella liability policies naming the Agent for the benefit Administrative Agent,
(ii) no such insurance shall be affected by any act or neglect of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party insurer or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any owner of the policies property described in such policy, and
(iii) such policy and loss payable clauses may be canceled, amended or terminated only upon at least 10 days’ prior written notice given to the Administrative Agent.
(d) Any proceeds of insurance required herein or referred to pay any premium in whole or in part relating thereto, then this Section 6.4 that are paid to the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall be 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 Administrative Agent shall constitute part be, at the option of the Required Lenders in their sole discretion, either (i) applied to replace the damaged or destroyed property, or (ii) applied to the payment or prepayment of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish that if no Event of Default exists, then, upon the Borrowers’ written request to the Administrative Agent, such proceeds shall be disbursed by the Administrative Agent 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 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, Borrowers pursuant to such procedures as the Borrower and its Subsidiaries may self-insure Administrative Agent shall reasonably establish to enable Borrowers to replace or repair such damaged or destroyed property within ninety (90) days after 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 consistent with prudent business practicereceipt of such proceeds.
Appears in 1 contract
Samples: Loan and Security Agreement (Texas Market Tire, Inc.)
Maintenance of Property; Insurance. Keep (a) Schedule III sets forth a true and complete listing of all insurance maintained by the Borrowers and their Subsidiaries as of the Effective Date. The Borrowers will, and will cause each of their Subsidiaries to, (i) keep all material property useful and necessary in its their business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all their property in at least such amounts and against at least such risks as are usually insured against in effect on the same general area by companies engaged in the same or a similar business; Effective Date and (iii) furnish to the DIP Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the Agent requirements of the immediately preceding sentence, the Borrowers will at all times cause insurance of the types described in Schedule III to be maintained (with the same scope of coverage as that described in Schedule III) at levels which are at least as great as the respective amount described opposite the respective type of insurance on Schedule III under the column headed "Minimum Amount Required to be Maintained".
(b) The Borrowers will, and will cause their Subsidiaries to, at all times keep their respective property insured in favor of the DIP Collateral Agents, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrowers or any of their Subsidiaries) (i) shall be endorsed to the DIP Collateral Agents' satisfaction for the benefit of the Holders of Secured Obligations endorsements DIP Collateral Agents (xincluding, without limitation, by naming the DIP Collateral Agents as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without 30 days' prior written notice thereof by the respective insurer to the DIP Collateral Agents, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the DIP Collateral Agents and the Lenders, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal property DIP Collateral Agents with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and assets and business interruption insurance policies naming the Agent as lender loss payeeworkers' compensation insurance, and provide that any losses shall be payable notwithstanding (yA) to all general liability and umbrella liability policies naming the Agent for the benefit any act or neglect of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrowers or any of its their Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any foreclosure or other proceeding relating to the insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties and (vi) shall be deposited with the DIP Collateral Agents.
(c) If either Borrower or any of their Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 7.03, or maintain if either Borrower or any of the their Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter DIP Agent and/or the DIP Collateral Agents shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrowers agree to reimburse the DIP 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement DIP Collateral Agents, as the case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule 8.03 sets ---------------------------------- forth a true and complete listing of all material insurance maintained by Holdings, the Borrower and their respective Subsidiaries as of the Effective Date. Holdings and the Borrower will, and will cause each of their respective Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the Agent requirements of the immediately preceding sentence, Holdings and the Borrower will at all times cause insurance of the types described in Schedule 8.03 to be maintained (with the same scope of coverage as that described in Schedule 8.03) at levels which are at least as great as the respective amount described on Schedule 8.03 in footnotes (1) and (2) thereof.
(b) Holdings and the Borrower will, and will cause their respective Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings, the Borrower or any of their respective Subsidiaries) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal property Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and assets and business interruption insurance policies naming workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings, the Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its their respective Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any foreclosure or other proceeding relating to the insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties and (vi) shall be deposited with the Collateral Agent if such coverage is available at commercially reasonable rates.
(c) If Holdings, the Borrower or any of their respective Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if Holdings, the Bor- rower or any of the their respective Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Agents and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Borrower agrees to reimburse the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent prompt written notice of any casualty Agents or other insured damage to any material portion of the Collateral or Agent, as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Parent will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Parent and necessary in its business Subsidiaries in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); ) with such exceptions as would not reasonably be expected to have a Material Adverse Effect, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims on the Collateral Rigs and liabilities arising out other properties of the manufacture or distribution of any products or the provision of any services) with respect to Parent and its properties and businesses Subsidiaries in at least such amounts and against at least all such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with normal industry practice for similarly situated insureds and (iii) furnish to the Administrative Agent, at the written request of the Administrative Agent or any Lender, a complete description of the material terms of insurance carried on the Closing Date Collateral Rigs. In addition to the requirements of the immediately preceding sentence, the Parent will at all times cause the Required Insurance to (i) be maintained and promptly after (ii) comply with the insurance requirements of each Collateral Rig Mortgage and the other Security Documents.
(b) The Parent will, and will cause the Borrower and each of the Material Subsidiaries to, at all times keep the Collateral Rigs insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Parent and/or such Subsidiaries) (i) shall be endorsed to the Collateral Agent’s request thereafter (to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the Agent satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of Parent, the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower, or any of its the Material Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if the Parent, the Borrower, or any of the Material Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, (i) keep all material tangible property useful necessary to the business of and necessary in owned by the Lead Borrower and its business Restricted Subsidiaries in good working order and condition (condition, ordinary wear and tear tear, casualty and insured losses condemnation excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Lead Borrower and its Restricted Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. 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.
(b) [Reserved].
(c) The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Lead Borrower and/or such Restricted Subsidiaries) (i) shall deliver be endorsed to the Agent Collateral Agent’s reasonable satisfaction for the benefit of the Holders Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) if agreed by the insurer (which agreement the Lead Borrower shall use commercially reasonable efforts to obtain), shall state that such insurance policies shall not be canceled without at least 30 days’ prior written notice thereof (or, with respect to non-payment of Secured Obligations endorsements premiums, 10 days’ prior written notice) by the respective insurer to the Collateral Agent; provided, that the requirements of this Section 9.03(c) shall not apply to (x) to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible personal property covering (1) directors and assets officers, fiduciary or other professional liability, (2) employment practices liability, (3) workers compensation liability, (4) automobile and business interruption aviation liability, (5) health, medical, dental and life insurance, and (6) such other insurance policies naming and programs as the Collateral Agent as lender loss payee, may approve; and (y) to all general liability self-insurance programs and umbrella liability policies naming (iii) shall be deposited with the Agent for Collateral Agent.
(d) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Lead Borrower or any of its Restricted Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain the Lead Borrower or any of the its Restricted Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then after any applicable grace period, the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 proceedinginsurance, and (y) will ensure that the Net Cash Proceeds Credit Parties jointly and severally agree to reimburse the Administrative Agent for all reasonable costs and expenses of any procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower shall, and shall cause each of its Subsidiaries to, keep all property material property useful and or necessary in to its business in good working order and condition (ordinary wear and tear and insured losses casualty excepted); .
(b) The Borrower shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurance (including companies or associations insurance against claims and liabilities arising out on such of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon request, full information as to the insurance carried. The Borrower shall deliver to also maintain keyman life insurance on the life of Xxxxxx Xxxxxx, in the amount of at least $3,000,000, and shall at all times cause the Agent for to be the benefit assignee of, beneficiary 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an or additional insured under, such insurance 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 under no obligation to do so) obtain such assignment agreements 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 related documentation as the Agent shall constitute part of the Secured Obligationsrequest; provided that, payable as provided notwithstanding any term contained in this Agreement. The Borrower (x) will furnish to the Agent 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 the form of insurance proceeds, condemnation awards agreement 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 related documentation or herein to the contrary, the proceeds of such insurance may be retained by the Borrower and its Subsidiaries may self-insure used for working capital (but not applied as a Restricted Payment). All such policies of insurance shall (i) designate the Agent, on behalf of the Lenders, as additional insured or loss payee, as appropriate, and (ii) provide that the insurance companies will give the Agent at least 30 days’ prior written notice before any such policy or policies of insurance shall be materially altered or canceled. The Borrower shall deliver to the same Agent insurance certificates certified by the Borrower’s insurance brokers, as to the existence and effectiveness of each policy of insurance and evidence of payment of all premiums then due and payable therefor. In addition, the 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 loss.
(c) Each policy for liability insurance shall provide for all losses to be paid on behalf of the Agent and the Borrower, as their respective interests may appear, and each policy for property damage insurance shall, to the extent as other companies engaged in similar businesses applicable to equipment and owning similar properties in inventory, provide for all losses (except for losses of less than $200,000 per occurrence) to be paid directly to the same general areas that Agent.
(d) Reimbursement under any liability insurance maintained by the Borrower or applicable any Subsidiary operates and pursuant to this Section 5.5 may be paid directly to the extent consistent with prudent business practicePerson who shall have incurred liability covered by such insurance. In the case of any loss involving damage to equipment or inventory as to which Section 5.5(e) is not applicable, the Borrower will make or cause to be made the necessary repairs to or replacements of such equipment or inventory, and any proceeds of insurance maintained by the Borrower pursuant to this Section 5.5 shall be paid by the Agent to the Borrower, upon presentation of invoices and other evidence of obligations, as reimbursement for the costs of such repairs or replacements.
(e) Upon the actual or constructive total loss (in excess of $200,000 per occurrence) of any equipment or inventory during the continuance of a Default, all insurance proceeds in respect of such equipment or inventory shall be paid to the Agent and applied in the manner set forth in Section 2.5(d).
Appears in 1 contract
Samples: Credit Agreement (Physicians Formula Holdings, Inc.)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, (i) keep all material tangible property useful necessary to the business of the Borrower and necessary in its business Restricted Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Restricted Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The provisions of this Section 7.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) The Borrower shall deliver will, and will cause each of its Restricted Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Restricted Subsidiaries) (i) shall, subject to the Agent First-Lien Obligations and Intercreditor Agreement be endorsed to the Collateral Agent’s satisfaction for the benefit of the Holders Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) shall state that such insurance policies shall not be canceled without at least 30 days’ (or 10 days for non-payment of Secured Obligations endorsements premium) prior written notice thereof by the respective insurer to the Collateral Agent, (xiii) to all “All Risk” physical damage the extent available under the applicable insurance policies on shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors (unless otherwise agreed to by the Collateral Agent), and (yiv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Restricted Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 7.03, or maintain if the Borrower or any of the its Restricted Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation to do soobligation) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which after the Agent deems advisable. All sums so disbursed by the Agent shall constitute part satisfaction of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish Discharge Conditions to the Agent 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 proceedingprocure such insurance, and (y) will ensure that the Net Cash Proceeds of any such event (whether in 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 agrees to reimburse the Administrative Agent for all costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Second Lien Credit Agreement (HUGHES Telematics, Inc.)
Maintenance of Property; Insurance. Keep (a) The Company shall preserve and maintain the Project and all of its material property useful and Properties, owned, leased or otherwise possessed, that are necessary in for the conduct of its business in good working order and condition (ordinary wear and tear and insured losses excepted); .
(b) The Company shall maintain (or cause to be maintained) the insurance required to be maintained pursuant to Appendix A and any additional insurance (if any) required to be maintained by it under the Material Project Documents. If at any time any of the required insurance (including the limits or deductibles thereof) shall no longer be available on commercially reasonable terms, the Company shall procure substitute insurance against claims coverage reasonably satisfactory to Ormat that is comparable to the required coverage and liabilities arising out that is available on commercially reasonable terms. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by Ormat of written notice thereof, (ii) name Ormat as mortgagee (in the manufacture case of property insurance) or distribution additional insured on behalf of Ormat (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable and (iii) be reasonably satisfactory in all other respects to Ormat.
(c) The Company shall promptly notify Ormat of any products Event of Loss which is believed will exceed One Hundred Fifty Thousand Dollars ($150,000) individually, or Three Hundred Thousand Dollars ($300,000) in the provision aggregate. The Company shall promptly notify Ormat of any services) each written notice received by it with respect to its properties and businesses in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same cancellation of, adverse change in, or a similar business; and furnish to the Agentdefault under, on the Closing Date and promptly after the Agent’s request thereafter (any insurance policy required to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 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 Agent 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 the form of insurance proceeds, condemnation awards or otherwise) are collected and applied maintained in accordance with the applicable provisions this Section 5.06.
(d) No provision of this Credit Agreement and the Security Agreement. Notwithstanding Section 5.06 or any provision of this Agreement or any other Financing Document or Project Document shall impose on Ormat any duty or obligation to LIGHTNING DOCK CREDIT AGREEMENT -41- verify the foregoing existence or adequacy of the insurance coverage maintained by the Company, nor shall Ormat be responsible for any representations or warranties made by or on behalf of the Company 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 any insurance company or applicable Subsidiary operates and to the extent consistent with prudent business practiceunderwriter.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule VI attached hereto sets forth a true and complete listing of all material insurance maintained by Holdings and its Subsidiaries as of the Initial Borrowing Date. Holdings will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the requirements of the immediately preceding sentence, Holdings will at all times cause insurance of the types described in Schedule VI to be maintained (with the same scope of coverage as that described in Schedule VI) at levels which are at least as great as the respective amount described opposite the respective type of insurance on Schedule VI or otherwise as are acceptable to the Agent. Holdings will furnish to the Agent on the Initial Borrowing Date and on each date on which financial statements are delivered pursuant to Section 8.01(b) a summary of the insurance carried in respect of Holdings and its Subsidiaries and the assets of Holdings and its Subsidiaries.
(b) Holdings will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings or any of its Subsidiaries)
(i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Collateral Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party if such coverage is available at commercially reasonable rates.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule VIII sets forth a true and complete listing of all material insurance maintained by the Borrower and its Subsidiaries as of the Initial Borrowing Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all property useful owned or leased by the Borrower and its Subsidiaries necessary to the business of the Borrower and its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain, with financially sound and insured losses excepted); maintain reputable insurers, insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Agentany Agent or any Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the other Credit Parties to, at all times keep its property insured in favor of the Collateral Administrative Agent, and all policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such other Credit Parties)
(i) shall deliver be endorsed to the Agent Collateral Administrative Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Administrative Agent (xincluding, without limita-
(c) to all “All Risk” physical damage insurance policies on all of If the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Administrative Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower prior written notice, to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Administrative Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
Maintenance of Property; Insurance. Keep (a) The Borrowers will keep, and will cause each Subsidiary to keep, all material property useful and necessary in its business as then conducted in good working order and condition (condition, ordinary wear and tear excepted.
(b) The Borrowers will (i) keep their insurable properties adequately insured at all times by financially sound and insured losses excepted); reputable insurers, (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect such other insurance, to its properties and businesses in at least such amounts extent and against at least such risks, including fire and other risks as are usually insured against in the same general area by extended coverage, as its customary with companies engaged similarly situated and in the same or a similar business; businesses, provided, however, that such insurance shall insure the property of the Borrowers against all risk of physical damage, including, without limitation, loss by fire, explosion, theft, fraud and furnish such other casualties as may be reasonably satisfactory to the Administrative Agent, on but in no event at any time in an amount less than the Closing Date replacement value of the Collateral, (iii) maintain in full force and promptly after effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by any Borrowers or any of their subsidiaries, in such amount as the Administrative Agent shall reasonably deem necessary, (iv) maintain product liability and business interruption insurance to such extent as is customary with companies similarly situated and in the same or similar businesses (and to the extent business interruption insurance is so maintained, assign such insurance to the Administrative Agent or the Canadian Agent’s request thereafter (to be made no more frequently than annually, as applicable, for its own benefit and the benefit of the applicable Lenders and Canadian Lenders), full information and (v) maintain such other insurance as may be required by law or as may be reasonably requested by the Administrative Agent for purposes of assuring compliance with this Section 5.02(b). All insurance covering tangible personal property subject to a Lien in favor of the insurance carried. The Borrower shall deliver to the Administrative Agent for its benefit and for the benefit of the Holders Lenders granted pursuant to the Security Agreement shall provide that, in the case of Secured Obligations endorsements (x) each separate loss the full amount of insurance proceeds shall be payable to all “All Risk” physical damage insurance policies on all the Administrative Agent or Canadian Agent or both of them, as applicable, and shall further provide for at least 30 days’ prior written notice to the Administrative Agent or Canadian Agent or both of them, as applicable, of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming cancellation or substantial modification thereof. The Administrative Agent or the Canadian Agent or both of them, as lender loss payeeapplicable, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations shall be named as 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 under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any on all 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Revolving Credit Agreement (Water Pik Technologies Inc)
Maintenance of Property; Insurance. Keep Borrower shall keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted)condition; 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 insurance against claims and liabilities arising out 100%) of the manufacture or distribution actual replacement costs thereof (subject to normal deductibles and/or self-insured retentions in amounts not in excess of any products or the provision amounts in place as of any servicesthe date of this Agreement) with respect to its properties and businesses in at least such amounts and against at least such risks 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 AgentLender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)written request, full any information as to the insurance carried. The If Borrower shall deliver fails to do so, the Lender may obtain such insurance and charge the cost thereof to Borrower's account and add it to the Agent for Obligations. Borrower agrees that, if any loss should occur, the benefit proceeds of all such insurance policies may be applied to the payment of all or any part of the Holders of Secured Obligations endorsements (x) Obligations, as Lender may direct, subject to all “All Risk” physical damage insurance policies on all the terms of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as Intercreditor Agreement, Lender shall be named an additional named insured, lender loss payeepayee and mortgagee on such insurance policies, and (y) as the case may be, to all general liability and umbrella liability the extent that such policies naming insure the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsCollateral. In the event of any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any casualty, and as may be limited by the terms of the policies of insurance required herein or to pay any premium in whole or in part relating theretoIntercreditor Agreement, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but Borrower shall be under no obligation entitled to do so) obtain retain insurance proceeds for the purpose of repairing or replacing the insured property, provided that Borrower promptly executes and maintain delivers to Lender such policies documents, instruments, financing statements or other agreements as may be necessary to perfect the security interest of insurance and pay Lender in all such premiums and take any other action with respect thereto which the Agent deems advisableproperty. All sums so disbursed by the Agent policies shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower provide for at least thirty (x30) will furnish to the Agent prompt days' written notice of any casualty or other insured damage cancellation 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 proceedingLender, and except premium nonpayment cancellation which shall be ten (y10) will ensure that the Net Cash Proceeds of any such event (whether in 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 consistent with prudent business practicedays' written notice.
Appears in 1 contract
Samples: Subordinated Loan and Security Agreement (Qep Co Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The Borrower provisions of this Section 9.03 shall deliver be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) All insurance policies or certificates (or certified copies thereof) with respect to the Agent Borrower’s and its Subsidiaries’ property (and any other insurance maintained by the Borrower and/or such Subsidiaries) (i) shall be endorsed to the Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured) to all “All Risk” physical damage and (ii) shall state that such insurance policies on all of shall not be canceled without at least 30 days’ prior written notice thereof by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Agent as lender loss payee, and Collateral Agent.
(yc) to all general liability and umbrella liability policies naming If the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if the Borrower or any of its Subsidiaries shall fail to so endorse all policies or certificates with respect thereto to the policies of insurance required herein or to pay any premium Collateral Agent’s satisfaction as provided in whole or in part relating theretoSection 9.03(b), then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation), following prior notice to do so) obtain and maintain the Borrower, to procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (United Online Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses damage by casualty excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the 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 as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the AgentAdministrative Agent or any Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the other Credit Parties that have executed the Security Agreement to, at all times keep their respective property insured in favor of the Collateral Agent, and all certificates with respect to such insurance (i) shall deliver name the Collateral Agent as loss payee (with respect to property) and, to the extent permitted by applicable law, as an additional insured, (ii) shall state that the respective insurer shall endeavor to provide at least 30 days' prior written notice to the Collateral Agent for the benefit of the Holders of Secured Obligations endorsements (x) to all “All Risk” physical damage before such 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 cancelled and (yiii) shall be delivered to all general liability and umbrella liability policies naming the Agent for Collateral Agent.
(c) If the benefit Borrower or any of its respective Subsidiaries shall fail to maintain insurance in accordance with this Section 8.03, or if the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any so endorse and deliver all certificates with respect thereto as provided in clause (b) of this Section 8.03, the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then Administrative Agent shall have the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful properties and necessary equipment used in its business in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); , (ii) maintain in full force and effect insurance (including with reputable and solvent insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to carriers on all its properties and businesses property in at least such amounts and amounts, against at least such risks and with such deductibles or self-insured retentions as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies (including the Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower or any of its Subsidiaries)
(i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (x) as certificate holder, mortgagee and loss payee with respect to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible Real Property, certificate holder and loss payee with respect to personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) additional insured with respect to all general liability and umbrella liability coverage), and (ii) shall state that such insurance policies naming shall not be canceled or materially revised without 30 days' prior written notice thereof by the Agent for respective insurer to the benefit of Collateral Agent.
(c) If the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Administrative 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, (i) keep all material tangible property useful necessary to the business of the Borrower and necessary in its business Restricted Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Restricted Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The provisions of this Section 7.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Restricted Subsidiaries) (i) shall deliver be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) shall state that such insurance policies shall not be canceled without at least 30 days’ (or 10 days for non-payment of Secured Obligations endorsements premium) prior written notice thereof by the respective insurer to the Collateral Agent, (xiii) to all “All Risk” physical damage the extent available under the applicable insurance policies on shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors (unless otherwise agreed to by the Collateral Agent), and (yiv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Restricted Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 7.03, or maintain if the Borrower or any of the its Restricted Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 proceedinginsurance, and (y) will ensure that the Net Cash Proceeds of any such event (whether in 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 agrees to reimburse the Administrative Agent for all costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause the Subsidiaries to (i) keep all material property useful properties and necessary equipment used in its business in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); , (ii) maintain in full force and effect insurance (including with reputable and solvent insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to carriers on all its properties and businesses Property in at least such amounts and amounts, against at least such risks and with such deductibles or self-insured retentions as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause the Subsidiaries to, at all times keep their respective Property insured in favor of the Administrative Agent, and all policies (including the Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower or any of the Subsidiaries)
(i) shall deliver be endorsed to the Agent Administrative Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Administrative Agent (x) as certificate holder, mortgagee and loss payee with respect to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible Real Property, certificate holder and loss payee with respect to personal property Property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) additional insured with respect to all general liability and umbrella liability coverage), and (ii) shall state that such insurance policies naming shall not be canceled or materially revised without 30 days' prior written notice thereof by the respective insurer to the Administrative Agent for (or such shorter period as agreed to by the benefit of Administrative Agent).
(c) If the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its the Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 7.03, or maintain if Borrower or any of the Subsidiaries shall fail to so endorse all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay the Borrower agrees to reimburse the Administrative Agent, for all costs and expenses of procuring such insurance.
(d) If the Borrower or a Subsidiary establishes an Insurance Subsidiary, the Borrower shall cause such Insurance Subsidiary to (i) conduct its insurance business in compliance with all applicable insurance laws, rules, regulations and orders and using sound actuarial principles and (ii) maintain appropriate and customary stop-loss coverage and excess coverage reinsurance for individual claims. The insurance premiums and take other expenses charged by 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 Insurance Subsidiary to the Agent 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 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 shall be reasonable and owning similar properties in the same general areas that the Borrower or applicable Subsidiary operates and to the extent consistent with prudent business practicecustomary.
Appears in 1 contract
Samples: Credit Agreement (Biltmore Surgery Center Holdings Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses damage by casualty excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the 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 as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the AgentAdministrative Agent or any Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the other Credit Parties that have executed the Security Agreement to, at all times keep their respective property insured in favor of the Collateral Agent, and all certificates with respect to such insurance (i) shall deliver name the Collateral Agent as loss payee (with respect to property) and, to the extent permitted by applicable law, as an additional insured, (ii) shall state that the respective insurer shall endeavor to provide at least 30 days’ prior written notice to the Collateral Agent for the benefit of the Holders of Secured Obligations endorsements (x) to all “All Risk” physical damage before such 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 cancelled and (yiii) shall be delivered to all general liability and umbrella liability policies naming the Agent for Collateral Agent.
(c) If the benefit Borrower or any of its respective Subsidiaries shall fail to maintain insurance in accordance with this Section 8.03, or if the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any so endorse and deliver all certificates with respect thereto as provided in clause (b) of this Section 8.03, the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then Administrative Agent shall have the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep The Servicer will (i) keep all material property and assets useful and necessary in its business as Servicer in good working order and condition (ordinary normal wear and tear and insured losses excepted); maintain , (ii) maintain, with financially sound and reputable insurance (including companies, insurance against claims on all its property and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to assets necessary in its properties and businesses business as Servicer in at least such amounts and against at least such risks (and with such risk retention) in the 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 AgentTrustee, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information 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 (v) forthwith, furnish the Trustee with notice of any cancellation or nonrenewal of coverage by the Servicer. The Borrower shall deliver Servicer will (A) maintain disaster recovery systems and other information management systems that, 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 Agent for the benefit of the Holders of Secured Obligations endorsements Trustee (x) full information as 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, such disaster recovery systems and (y) to all general liability back-up computer operating systems and umbrella liability policies naming the Agent applications software used for the benefit 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 holders of Secured Obligations 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 a majority of the policies Invested Amount, or the related Commitments, of insurance required herein or any Class) request, and the Servicer shall provide to pay any premium in whole or in part relating theretothe Trustee, then copies of back-up data regarding the AgentReceivables, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall such data to be under no obligation to do so) obtain and maintain provided with 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 frequency as designated by the Agent shall constitute part Trustee. The Transferor and the Servicer hereby represent and warrant that, upon delivery by the Servicer of the Secured ObligationsReceivables Software, payable as provided the Licensed Names and the back-up data specified in the proviso to the second preceding sentence of this Section 8.8, and assuming that the third party sublicenses and consents referenced in this Agreement. The Borrower (x) will furnish Section 8.8 and the amendment or new software back-up agreement referenced in the preceding sentence of this Section 8.8, the Trustee shall have adequate proprietary rights, Receivables Software and backup data to the Agent prompt written notice of any casualty or other insured damage to any material portion permit orderly collection of the Collateral or Receivables without the commencement of any action or proceeding for the taking of any material portion participation of the Collateral or interest therein under power Servicer. [End of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the Net Cash Proceeds of any such event (whether in 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 consistent with prudent business practice.Article VIII] ARTICLE IX
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Company will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Company and necessary in its business Subsidiaries in good working order and condition (in all material respects, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty and condemnation events, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on allin such amounts propertyamounts and against at least all such risks as are usually insured against is consistent and in the same general area accordance with industry practice forcustomarily maintained by companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Company and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. .
(b) The Borrower Company will, and will cause each of the Credit Parties to, at all times keep its property insured in favor of the Collateral Agent, and all policies and certificates (or certified copies thereof including any endorsements) with respect to such insurance (and any general liability insurance and marine cargo insurance maintained by the Company and/or such Credit Parties) (i) shall deliver be endorsed to the Agent Collateral Agent’s satisfaction 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 Collateral Agent by naming the Collateral Agent as lender loss payee, mortgagee and/or additional insured, as applicable, (ii) shall provide that the respective insurers irrevocably waive any and (y) to all general liability and umbrella liability policies naming the Agent for the benefit rights of the Holders of Secured Obligations 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 under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action subrogation 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 Collateral Agent prompt written notice of any casualty or and the 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 proceedingSecured Creditors, and (yiii) such certificates shall be deposited with the Collateral Agent. The Company will, and will ensure cause each of the Credit Parties to, use commercially reasonable efforts to obtain endorsements to its insurance policies stating that the Net Cash Proceeds of any such event insurance policies shall not be canceled without at least 30 days’ (whether or 10 days’ in the form case of insurance proceeds, condemnation awards or otherwisenon-payment of premium) are collected and applied in accordance with prior written notice thereof by the applicable provisions of this Credit Agreement and the Security Agreement. Notwithstanding any provision of the foregoing respective insurer 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 consistent with prudent business practiceCollateral Agent.
Appears in 1 contract
Samples: Abl Credit Agreement (Tesla, Inc.)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information 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 8.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) The Borrower shall deliver will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiaries to the Agent extent reasonably requested by the Collateral Agent) (i) shall be endorsed to the Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) to all general liability and umbrella liability policies naming in the Agent for case of such certificates (or, if requested by the benefit of Administrative Agent, such policies), shall be deposited with the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In Collateral Agent.
(c) If the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of its Subsidiaries shall fail to so endorse and deposit all policies (if so requested by the policies of insurance required herein Administrative Agent) or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (RCN Corp /De/)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries (including, without limitation, general liability insurance policies and American Nuclear Insurance policies) and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. In addition to the requirements of the immediately preceding sentence, the Borrower 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 Initial Borrowing Date. 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 8.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) The Borrower will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to all property insurance and general liability and excess liability insurance (i) shall deliver be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured, as applicable), (ii) to all “All Risk” physical damage shall state that such insurance policies on all shall not be canceled without at least 30 days’ prior written notice thereof (or 10 days’ prior written notice thereof in the case of non-payment of premium) by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Agent as lender loss payeeCollateral Agent, and (yiii) shall, in the case of such certificates, be deposited with the Collateral Agent (provided that such policies shall also be required to all general liability and umbrella liability policies naming be deposited with the Collateral Agent for upon the benefit request of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In Collateral Agent).
(c) If the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all 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 under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action certificates with respect thereto which the Agent deems advisable. All sums so disbursed as required by the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent 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 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 consistent with prudent business practice.Section
Appears in 1 contract
Samples: Credit Agreement (Duratek Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance companies, insurance (including self-insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any servicesretentions on a basis consistent with past practice) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The .
(b) If the Borrower shall deliver to the 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 insurance in accordance with this Section 9.03, the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then Administrative Agent shall have the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay the Borrower agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring 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. insurance.
(c) The Borrower (x) will, and will furnish to the Agent prompt written notice of any casualty or cause each other Credit Party to, at all times keep its property insured damage to any material portion in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (i) shall be endorsed to the commencement of any action or proceeding Collateral Agent’s satisfaction for the taking of any material portion benefit of the Collateral or interest therein under power Agent (including, without limitation, by naming the Collateral Agent as loss payee (in respect of eminent domain or by condemnation or similar proceedingproperty insurance) and/or additional insured (in respect of all insurance)), (ii) shall state that the respective insurer shall endeavor to provide at least 30 days’ prior written notice to the Collateral Agent prior to the cancellation of any such insurance policy, and (yiii) will ensure that the Net Cash Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance shall be deposited 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 consistent with prudent business practiceCollateral Agent.
Appears in 1 contract
Maintenance of Property; Insurance. (i) Keep all material property useful and or necessary in its business in good working order and condition (condition, ordinary wear and tear and insured losses casualty and condemnation excepted); maintain insurance , except to the extent the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (including insurance against claims and liabilities arising out ii) preserve or renew all of its Intellectual Property, except to the extent (x) such Intellectual Property is no longer used in the conduct of the manufacture business of the Loan Parties or distribution of any products (y) such non-renewal or non-preservation is otherwise permitted under this Agreement or the provision of any servicesother Loan Documents, (iii) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and businesses in at least such amounts a manner consistent with industry practice for companies similarly situated owning similar properties and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Agent, on #4848-1207-1386 109
(b) Within 60 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), Holdings will, and promptly after will cause each of its Restricted Subsidiaries (i) to, at all times keep its property constituting Collateral insured in favor of the Collateral Agent as loss payee and/or additional insured (subject to the exceptions in the immediately preceding paragraph), as applicable, and (ii) to cause all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Restricted Subsidiaries) (x) to be endorsed to the Collateral Agent’s request thereafter (to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the Agent reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (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 including, without limitation, by naming the Collateral Agent as lender loss payeepayee and/or additional insured, as applicable) and (y) to all general liability and umbrella liability use commercially reasonable efforts to state that such insurance policies naming the Agent for the benefit shall not be canceled without at least 30 days’ prior written notice (or if such cancellation is by reason of the Holders nonpayment of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries premium, 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 least ten (but shall be under no obligation to do so10) 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 days’ prior written notice) thereof by the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish respective insurer to the Collateral Agent prompt written notice of any casualty or other insured damage (unless it is such insurer’s policy not 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 provide such event (whether in 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 consistent with prudent business practicea statement).
Appears in 1 contract
Samples: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)
Maintenance of Property; Insurance. Keep (a) Schedule VII sets forth a true and complete listing of all material insurance maintained by the Borrower and its Subsidiaries as of the Initial Borrowing Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all property useful owned or leased by the Borrower and its Subsidiaries necessary to the business of the Borrower and its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain, with financially sound and insured losses excepted); maintain reputable insurers, insurance on all such property (including including, without limitation, flood insurance against claims and liabilities arising out of to the manufacture or distribution of any products or the provision of any servicesextent applicable) with respect to its properties and businesses in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Agentany Agent or any Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the other Credit Parties to, at all times keep its property insured, with the Collateral Agent named as loss payee or additional insured, and all policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such other Credit Parties) shall deliver (i) name the Collateral Agent as loss payee and/or additional insured) and (ii) state that such insurance policies shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent for (or such shorter period of time as a particular insurance company policy generally provides).
(c) If 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of its Subsidiaries shall fail to so name the policies of insurance required herein Collateral Agent as a loss payee or to pay any premium in whole or in part relating additional insured with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower prior written notice, to do so) obtain and maintain procure such policies of insurance and pay the Borrower agrees to reimburse the Collateral Agent for all costs and expenses of procuring such premiums and take any other action insurance or naming the Collateral Agent as a loss payee or additional insured 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 Agent 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 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 consistent with prudent business practicethereto.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep, in all material respects, all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable third party insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its written request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The provisions of this Section 8.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) The Borrower will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent as loss payee and/or additional insured, as applicable, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiaries)
(i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured, as applicable), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in its the business of the Loan Parties, taken as a whole, in good working order and condition condition; use commercially reasonable efforts to (ordinary wear and tear and insured losses excepted); i) maintain with [[59972986453734]] insurance (including companies insurance against claims and liabilities arising out on, or self insure, all property material to the business of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower shall deliver to carried and (ii) ensure that at all times following the 2021 Amendment Effective Date, the Administrative Agent for the benefit of the Holders of Secured Obligations endorsements (x) Parties, shall be named as additional insured with respect to all “All Risk” physical damage insurance policies on all liability policies, and the Collateral Agent, for the benefit of the Credit Secured Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent , shall be named as lender loss payee, and (y) if applicable, mortgagee with respect to all general liability property insurance, maintained by the Borrower and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations any Subsidiary Guarantor; provided that, unless 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 hereundershall have occurred and be continuing, may at any time or times thereafter (but shall be 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 Collateral Agent shall constitute part turn over to the Borrower any amounts received by it as lender loss payee and, if applicable, mortgagee under any such property insurance maintained by such Loan Parties, the disposition of such amounts to be subject to the Secured Obligationsprovisions of subsection 3.4(d) to the extent applicable, payable as provided in this Agreement. 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.
(i) The Borrower applicable Loan Party promptly shall comply with (x) will furnish to the Agent prompt written notice all provisions 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 proceedingeach such insurance policy, and (y) will ensure all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Loan Party shall not use or permit the use of such property in any manner that would reasonably be expected to result in the Net Cash Proceeds cancellation of any such event insurance policy or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant to clause (whether a) of this subsection 6.5.
(ii) If any such Loan Party is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which would reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon 10 days’ written notice to the Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which such Loan Party had insured such property, and pay the premium or premiums therefore, and the Borrower shall pay or cause to be paid to the Administrative Agent on demand such premium or premiums so paid by the Administrative Agent with interest from the time of payment at a rate per annum equal to 2.00%.
(iii) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $15.0 million the Borrower shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection with any damage or casualty to any such property shall be applied in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied manner specified 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 consistent with prudent business practicesubsection 6.5(a).
Appears in 1 contract
Samples: Credit Agreement (Frontdoor, Inc.)
Maintenance of Property; Insurance. Keep all material property useful and necessary in its the business of the Loan Parties, taken as a whole, in good working order and condition (ordinary wear and tear and insured losses excepted)condition; maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out on, or self insure, all property material to the business of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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 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, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower shall deliver to ; and ensure that at all times the Term Collateral Agent or the Secured Party Representative (as bailee for perfection for the Term Collateral Agent), for the benefit of the Holders of Secured Obligations endorsements (x) Parties, shall be named as additional insureds with respect 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 payeeliability policies, and (y) to all general liability and umbrella liability policies naming the Agent Term Collateral Agent, for the benefit of the Holders of Secured Obligations an additional insured pursuant Parties, shall be named as loss payee with respect to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail property insurance, in each case to obtain or maintain any the extent insuring the Collateral and in accordance with subsection 3.4 of the policies of insurance required herein or to pay any premium Intercreditor Agreement as in whole or in part relating theretoeffect on the date hereof; provided that, then the Agent, without waiving or releasing any obligations or resulting unless an Event of Default hereundershall have occurred and be continuing, may at any time or times thereafter (but shall be 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 Term Collateral Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish turn over to the Agent prompt written notice Borrower any amounts received by it as loss payee under any property insurance maintained by such Loan Parties, the disposition of any casualty or other insured damage such amounts to any material portion of be subject to 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 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 subsection 3.4(d) to the contraryextent applicable, and, unless an Event of Default shall have occurred and be continuing, 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 Term Collateral Agent agrees that the Borrower or and/or the applicable Subsidiary operates and Guarantor shall have the sole right to the extent consistent with prudent business practiceadjust or settle any claims under such insurance.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Great North Imports, LLC)
Maintenance of Property; Insurance. Keep (a) Schedule VI sets forth ---------------------------------- a true and complete listing of all material insurance maintained by, or on behalf of, the Borrower and its Subsidiaries as of the Restatement Effective Date. The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, (i) keep all property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower will at all times cause insurance to be maintained at levels which are consistent and in accordance with industry practice for a company similarly situated.
(b) The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates with respect to such insurance (and any other insurance maintained by, or on behalf of, the Borrower or any Subsidiary of the Borrower) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgage clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any Subsidiary of the Borrower, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at or any time or times hereafter Facility Manager shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries or any Facility Manager shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower at least five Business Days' prior written notice, to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all reasonable costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep, in all material respects, all material property useful necessary to the business of Holdings and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable third party insurance companies insurance (including insurance against claims and liabilities arising out of except to the manufacture or distribution extent of any products or the provision of any services) with respect to its properties self-insurance reasonable and businesses in at least such amounts and against at least such risks as are usually insured against in the same general area by companies customary for similarly situated Persons engaged in the same or a similar business; businesses as Holdings and its Subsidiaries) on all such property and against all such risks as is consistent and in accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as Holdings and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its written request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The Borrower provisions of this Section 9.03 shall deliver be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) Holdings will, and will cause each of its Subsidiaries to, at all times keep its property constituting Collateral insured in favor of the Collateral Agent as loss payee and/or additional insured, as applicable, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Subsidiaries) (i) shall be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured, as applicable), (ii) to all “All Risk” physical damage shall state that such insurance policies on all of shall not be canceled without at least 30 days’ prior written notice thereof by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Collateral Agent as lender loss payee, (unless it is such insurer’s policy not to provide such a statement) and (yiii) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Collateral Agent.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation), on or after the date that is 20 days after Holdings or the Borrower has received written notice from the Administrative Agent of its intention to do so) obtain and maintain , to procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Town Sports International Holdings Inc)
Maintenance of Property; Insurance. Keep (a) The Company will, and will cause each of its Subsidiaries to, (i) keep all material property necessary and useful and necessary in its business in good working order and condition condition, (ordinary wear and tear and insured losses excepted); ii) maintain insurance (including on its property with reputable and solvent insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses companies in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower shall deliver Company will, and will cause each of its Subsidiaries to, at all times keep their respective property in which a Lien has been granted to the Collateral Agent insured in favor of the Collateral Agent, and all policies (including the Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Company or any such Subsidiary) (i) shall be endorsed to the Collateral Agent’s reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee (with respect to Collateral) or, to all “All Risk” physical damage the extent permitted by applicable law, as an additional insured), (ii) shall state that such insurance policies on all shall not be canceled without 30 days’ prior written notice thereof (or 10 days’ prior written notice in the case of cancellation for the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming non-payment of premiums) by the respective insurer to the Collateral Agent as lender loss payee, and (yiii) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Company or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 7.03, or maintain if the Company or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation), upon notice to do sothe Company, to procure such insurance, and the Company agree to reimburse the Administrative Agent or the Collateral Agent, as the case may be, for all costs and expenses of procuring such insurance. Without limiting the generality of the foregoing, Company will maintain or cause to be maintained (i) obtain and maintain such policies of flood insurance and pay such premiums and take any other action with respect thereto which to each Flood Hazard Property that is located in a community that participates in the Agent deems advisable. All sums so disbursed by the Agent shall constitute part National Flood Insurance Program, in each case in compliance with any applicable regulations of the Secured Obligations, payable as provided Board of Governors of the Federal Reserve Systemthe Flood Insurance Laws and in this Agreement. The Borrower (x) will furnish form and substance reasonably acceptable to the Administrative Agent 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 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 consistent with prudent business practiceRequired Lenders.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in the same or a similar business; businesses as Holdings and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The Borrower .
(b) Holdings will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Subsidiaries) (i) shall deliver be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Collateral Agent.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay Holdings agrees to reimburse the Administrative Agent for all costs and expenses of procuring 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and ---------------------------------- will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear and insured losses damage by casualty excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (together with each set of financial statements delivered pursuant to be made no more frequently than annuallySection 8.01(b), full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the Subsidiary Guarantors to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiary Guarantors) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiii) shall be delivered to all general liability and umbrella liability policies naming the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deliver all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Manitowoc Co Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Restricted Subsidiaries in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); ) with such exceptions as would not reasonably be expected to have a Material Adverse Effect, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims on the Collateral Rigs and liabilities arising out other properties of the manufacture or distribution of any products or the provision of any services) Borrower and its Restricted Subsidiaries, with respect to its properties the Collateral Rigs, the Required Insurance, and businesses with respect to all other properties, in at least such amounts and against at least all such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with normal industry practice for similarly situated insureds and (iii) furnish to the Administrative Agent, at the written request of the Administrative Agent or any Lender, a complete description of the material terms of insurance carried on the Closing Date Collateral Rigs.
(b) The Borrower will, and promptly after will cause each of the Collateral Vessel-Owning Subsidiaries to, at all times keep the Collateral Rigs insured in favor of the Pari Passu Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (i) shall be endorsed to the Pari Passu Collateral Agent’s request thereafter (to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the Agent satisfaction for the benefit of the Holders of Secured Obligations endorsements Pari Passu Collateral Agent (xincluding, without limitation, by naming the Pari Passu Collateral Agent as loss payee and/or additional insured, as its interests may appear), (ii) to all “All Risk” physical damage shall state that such insurance policies on all of shall not be canceled without at least 10 days’ prior written notice thereof by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Agent as lender loss payeePari Passu Collateral Agent, and (yiii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to all general liability the Pari Passu Collateral Agent and umbrella liability policies naming the Agent for other Secured Creditors.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower, or any of its the Collateral Vessel-Owning Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if the Borrower, or any of the Collateral Vessel-Owning Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule IV sets forth a true and complete listing of all material insurance maintained by the Borrower and its Subsidiaries as of the Effective Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the requirements of the immediately preceding sentence, the Borrower will at all times cause the liability and hazard insurance of the types described in Schedule IV to be maintained (with the same scope of coverage as that described in Schedule IV) at levels which are at least as great as the respective amount described opposite the respective type of insurance on Schedule IV under the column headed "Minimum Amount Required to be Maintained". Notwithstanding the foregoing, if such liability and hazard insurance ceases to be available or is no longer available on commercially reasonable terms, the Borrower may, with the consent of the Administrative Agent (not to be unreasonably withheld), cease to maintain such insurance or maintain such insurance at levels that are commercially reasonable.
(b) All policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal property Collateral Agent with respect to hazard insurance coverage, and assets and (v) shall, except in the case of public liability insurance, business interruption insurance policies naming the Agent as lender loss payeeand workers' compensation insurance, and provide that any losses shall be payable notwithstanding (yA) to all general liability and umbrella liability policies naming the Agent for the benefit any act or neglect of the Holders Borrower or any of Secured Obligations an additional its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured pursuant against by Persons owning or using similar property and in such amounts as are customary, (C) any foreclosure or other proceeding relating to standard mortgagee provisions. In the event insured properties if such coverage is available at commercially reasonable rates or (D) any Credit Party change in the title to or ownership or possession of the insured properties if such coverage is available at commercially reasonable rates.
(c) If the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Administrative 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in the same which Holdings or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower At any time that insurance at or above the levels described on Schedule VII is not being maintained by Holdings or any Subsidiary of Holdings, Holdings will, or will cause one of its Subsidiaries to, promptly notify the Agent in writing and, if thereafter reasonably requested by the Agent or the Required Banks to do so, Holdings or any such Subsidiary, as the case may be, shall deliver obtain such insurance at such levels and coverage which are at least as great as to the Agent extent such insurance is reasonably available at a reasonable expense.
(b) Holdings will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Subsidiaries) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard liability insurance, (v) shall, except in the case of public liability insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Collateral Agent.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums Holdings 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 agree to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all reasonable costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (together with each set of financial statements delivered pursuant to be made no more frequently than annuallySection 7.01(c), full information as to the insurance carried. At any time that insurance at or above the levels described on Schedule IX is not being maintained by the Borrower or any Subsidiary of the Borrower, the Borrower will, or will cause one of its Subsidiaries to, promptly notify the Administrative Agent in writing and, if thereafter reasonably requested by the Administrative Agent or the Required Lenders to do so, the Borrower or any such Subsidiary, as the case may be, shall obtain such insurance at such levels and coverage which are at least as great as those described in Schedule IX to, the extent such insurance is reasonably available at a reasonable expense.
(b) The Borrower will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Administrative Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (i) shall deliver name the Administrative Agent as loss payee and/or additional insured, (ii) shall state that such insurance policies shall not be canceled without at least thirty (30) days' prior written notice thereof by the respective insurer to the Administrative Agent for (or at least ten (10) days in the benefit case of nonpayment of premium), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Administrative Agent and the Secured Creditors and (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Holders Administrative Agent with respect to hazard liability insurance, (v) shall, except in the case of Secured Obligations endorsements public liability insurance, provide that any losses shall be payable notwithstanding (xA) to all “All Risk” physical damage insurance policies on all any act or neglect of the Credit Parties’ tangible personal Borrower or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, and insured properties or (yD) any change in the title to all general liability and umbrella liability policies naming the Agent for the benefit or ownership or possession of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In properties.
(c) If the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 7.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Weblink Wireless Inc)
Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in its the business of the Loan Parties, taken as a whole, in good working order and condition condition; use commercially reasonable efforts to (ordinary wear and tear and insured losses excepted); i) maintain with insurance (including companies insurance against claims and liabilities arising out on, or self insure, all property material to the business of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower shall deliver to carried and (ii) ensure that at all times following the 2021 Amendment Effective Date, the Administrative Agent for the benefit of the Holders of Secured Obligations endorsements (x) Parties, shall be named as additional insured with respect to all “All Risk” physical damage insurance policies on all liability policies, and the Collateral Agent, for the benefit of the Credit Secured Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent , shall be named as lender loss payee, and (y) if applicable, mortgagee with respect to all general liability property insurance, maintained by the Borrower and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations any Subsidiary Guarantor; provided that, unless 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 hereundershall have occurred and be continuing, may at any time or times thereafter (but shall be 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 Collateral Agent shall constitute part turn over to the Borrower any amounts received by it as lender loss payee and, if applicable, mortgagee under any such property insurance maintained by such Loan Parties, the disposition of such amounts to be subject to the Secured Obligationsprovisions of subsection 3.4(d) to the extent applicable, payable as provided in this Agreement. 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.
(i) The Borrower applicable Loan Party promptly shall comply with (x) will furnish to the Agent prompt written notice all provisions 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 proceedingeach such insurance policy, and (y) will ensure all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Loan Party shall not use or permit the use of such property in any manner that would reasonably be expected to result in the Net Cash Proceeds cancellation of any such event insurance policy or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant to clause (whether a) of this subsection 6.5.
(ii) If any such Loan Party is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which would reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon 10 days’ written notice to the Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which such Loan Party had insured such property, and pay the premium or premiums therefore, and the Borrower shall pay or cause to be paid to the Administrative Agent on demand such premium or premiums so paid by the Administrative Agent with interest from the time of payment at a rate per annum equal to 2.00%.
(iii) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $15.0 million the Borrower shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection with any damage or casualty to any such property shall be applied in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied manner specified 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 consistent with prudent business practicesubsection 6.5(a).
Appears in 1 contract
Samples: Credit Agreement (Frontdoor, Inc.)
Maintenance of Property; Insurance. Keep (a) Schedule II sets forth ---------------------------------- a true and complete listing of all insurance maintained by Holdings and each of its Subsidiaries as of the Effective Date. Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; described on Schedule II, and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower provisions of this Section 8.03 shall deliver be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.
(b) Holdings will at all times keep, and will cause each of its Subsidiaries to keep, its property insured in favor of the Collateral Agent, and all policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings or its Subsidiaries (other than employee benefit insurance)) (i) shall be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent, the Agent and each Bank as an additional insured) with respect to all “All Risk” physical damage Collateral, (ii) shall state that such insurance policies on shall not be cancelled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent, (iv) shall contain the standard noncontributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsCollateral Agent. In the event any Credit Party If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary its Subsidiaries taken as a whole in its business in reasonably good working order and condition condition, (ordinary wear and tear and insured losses excepted); ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice, and (iii) furnish to the AgentAgent or the Required Banks, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower At any time that Holdings or any Subsidiary of Holdings fails to maintain insurance (other than property or business interruption insurance) at the levels maintained on the Initial Borrowing Date, Holdings will, or will cause one of its Subsidiaries to, notify the Agent and the Required Banks in writing within three Business Days thereof and, if thereafter notified by the Required Banks to do so, Holdings or any such Subsidiary, as the case may be, shall deliver obtain such insurance at such levels to the Agent extent such insurance is reasonably available. In addition to the requirements of the immediately preceding sentence, Holdings and the Borrower will at all times cause property and business interruption insurance of the type maintained on the Initial Borrowing to be maintained (with the same scope of coverage as on the Initial Borrowing Date) at levels which are at least as great as the respective amounts maintained on the Initial Borrowing Date.
(b) Holdings will, and will cause its Subsidiaries to, at all times keep its insured property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or its Subsidiaries) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall, except in the case of public liability insurance, workers' compensation and cargo insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the Credit Parties’ tangible personal properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yv) shall be deposited with the Collateral Agent. If Holdings or any of its Subsidiar ies shall fail to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party insure its property in accordance with this Section 8.03, or if Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain so endorse and deposit all policies or maintain any of the policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), upon ten Business Days' prior notice to do so) obtain and maintain the Borrower, to procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Universal Compression Holdings Inc)
Maintenance of Property; Insurance. Keep (a) Schedule XII sets forth a true and complete listing of all insurance maintained by Holdings and each of its Subsidiaries as of the Restatement Effective Date. Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain with financially sound and reputable insurance (including companies key-man life insurance, liability insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to insurance on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; described on Schedule XII and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower provisions of this Section 7.03 shall deliver be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.
(b) Holdings will at all times keep, and will cause each of its Subsidiaries to keep, its property insured in favor of the Collateral Agent, and all policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings or its Subsidiaries (other than employee benefit insurance)) (i) shall be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent, the Agents and each Bank as an additional insured) with respect to all “All Risk” physical damage Collateral, (ii) shall state that such insurance policies on shall not be canceled or revised in a manner adverse to the Banks without thirty (30) days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent, (iv) shall contain the standard noncontributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsCollateral Agent. In the event any Credit Party If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 7.03, or maintain if Holdings or any of the its Subsidiaries shall fail to endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums the Borrower jointly 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 Obligationsseverally agrees, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule X sets forth ---------------------------------- a true and complete listing of all material insurance maintained by Holdings, the Borrower and their respective Subsidiaries as of the Restatement Effective Date. Holdings and the Borrower will, and will cause each of their respective Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition condition, (ordinary wear and tear and insured losses excepted); ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The At any time that insurance at levels described on Schedule X is not being maintained by Holdings, the Borrower or any of their respective Subsidiaries, Holdings will notify the Banks in writing within three Business Days thereof and, if thereafter notified by the Required Banks to do so, Holdings, the Borrower or any such Subsidiary, as the case may be, shall deliver obtain insurance at such levels at least equal to those set forth on Schedule X to the Agent extent then generally available.
(b) Holdings and the Borrower will, and will cause their respective Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies (including mortgage policies, if any) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings, the Borrower or any of their respective Subsidiaries): (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured); (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent; (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors; (iv) shall contain the standard non- contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal property Collateral Agent with respect to hazard insurance coverage; (v) shall, except in the case of public liability insurance and assets and business interruption insurance policies naming workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings, the Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its their respective Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any foreclosure or other proceeding relating to the insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties; and (vi) shall be deposited with the Collateral Agent.
(c) If Holdings, the Borrower or any of their respective Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if Holdings, the Borrower or any of the their respective Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Autotote Corp)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful properties and necessary equipment used in its business in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); , (ii) maintain in full force and effect insurance (including with reputable and solvent insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to carriers on all its properties and businesses property in at least such amounts and amounts, against at least such risks and with such deductibles or self-insured retentions as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies (including the Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower or any of its Subsidiaries)
(i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (x) as certificate holder, mortgagee and loss payee with respect to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible Real Property, certificate holder and loss payee with respect to personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) additional insured with respect to all general liability and umbrella liability coverage), and (ii) shall state that such insurance policies naming shall not be canceled or materially revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent for (or such shorter period as agreed to by the benefit of Collateral Agent).
(c) If the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 9.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Administrative 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); i) The Guarantor will (x) maintain insurance (including insurance against claims and liabilities arising out of or cause to be maintained by the manufacture or distribution of any products or the provision of any servicesBorrower) with respect financially sound and reputable third party insurance companies insurance on all of its material tangible property (to its properties and businesses in at least the extent that the Guarantor owns any such amounts material tangible property) and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Guarantor, and (y) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its written request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. .
(ii) The Borrower shall deliver Guarantor will at all times keep its property insured in favor of the Collateral Agent as loss payee (to the Agent extent that the Guarantor is otherwise required to maintain such property insurance under this Section 12(c)), and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Guarantor) (w) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and/or additional insured, as applicable), (x) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (y) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yz) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(iii) If the benefit of the Holders of Secured Obligations 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 Guarantor shall fail to obtain maintain insurance in accordance with this Section 12(c) or maintain any of if the Guarantor shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay the Guarantor agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Subject to Section 5.05(b), the Company shall preserve and maintain the Project and all of its material property useful and Properties, owned, leased or otherwise possessed, that are necessary in for the conduct of its business in good working order and condition (ordinary wear and tear and insured losses excepted); .
(b) The Company shall maintain (or cause to be maintained) the insurance required to be maintained pursuant to Appendix A and any additional insurance (if any) required to be maintained by it under the Material Project Documents. If at any time any of the required insurance (including the limits or deductibles thereof) shall no longer be available on commercially reasonable terms, the Company shall procure substitute insurance against claims coverage reasonably satisfactory to Ormat that is comparable to the required coverage and liabilities arising out that is available on commercially reasonable terms. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by Ormat of written notice thereof, (ii) name Ormat as mortgagee (in the manufacture case of property insurance) or distribution additional insured on behalf of Ormat (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable and (iii) be reasonably satisfactory in all other respects to Ormat.
(c) The Company shall promptly notify Ormat of any products Event of Loss which is believed will exceed One Hundred Fifty Thousand Dollars ($150,000) individually, or Three Hundred Thousand Dollars ($300,000) in the provision aggregate. The Company shall promptly notify Ormat of any services) each written notice received by it with respect to its properties and businesses in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same cancellation of, adverse change in, or a similar business; and furnish to the Agentdefault under, on the Closing Date and promptly after the Agent’s request thereafter (any insurance policy required to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 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 Agent 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 the form of insurance proceeds, condemnation awards or otherwise) are collected and applied maintained in accordance with the applicable provisions this Section 5.06.
(d) No provision of this Credit Agreement and the Security Agreement. Notwithstanding Section 5.06 or any provision of this Agreement or any other Financing Document or Project Document shall impose on Ormat any duty or obligation to verify the foregoing existence or adequacy of the insurance coverage maintained by the Company, nor shall Ormat be responsible for any representations or warranties made by or on behalf of the Company 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 any insurance company or applicable Subsidiary operates and to the extent consistent with prudent business practiceunderwriter.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each Company to, (i) keep all material property useful and necessary to the business of the Companies in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses obsolescence excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same or a similar business; Companies operate, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (together with each set of financial statements delivered pursuant to be made no more frequently than annuallySection 9.1(c), full information as to the insurance carried. .
(b) The Borrower will, and will cause each Obligor to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by any Obligor) (i) shall deliver be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming Collateral Agent with respect to hazard liability insurance, (v) shall, except in the Agent as lender loss payeecase of public liability insurance, provide that any losses shall be payable notwithstanding (A) any foreclosure or other proceeding relating to the insured properties or (B) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event Collateral Agent.
(c) If any Credit Party or any of its Subsidiaries at any time or times hereafter Obligor shall fail to obtain insure its property in accordance with this Section 9.3, or maintain if any of the Obligor shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, natural catastrophe and other covered occurrences or events that may cause damage to, or partial or complete loss of, the property except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) maintain with financially sound and reputable insurance (including insurance companies having a rating from A.M. Best Company of A or better, policies of insurance, lawfully issued and enforceable, on all such property and against claims and liabilities arising out all such risks in amounts not less than sufficient to cover the full replacement of the manufacture property, in addition to any taxes or distribution of any products assessments that may be due or the provision of any services) payable, on such terms and subject to such conditions as is consistent and in accordance with respect to its industry practice for companies similarly situated owning similar properties and businesses in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; businesses as Holdings and its Subsidiaries, and (iii) furnish to the Administrative Agent and the Collateral Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. Such insurance shall include physical damage insurance on all real and personal property (whether now owned or here-after acquired) on an all risk basis and including any business interruption and contingent business interruption insurance. The provisions of this Section 10.03 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, Holdings, Parent and each Borrower acknowledge and agree that on an annual basis, to review the insurance then being maintained by Holdings and its Subsidiaries. All such insurance policies shall at all times be valid and enforceable in accordance with their terms and shall be in full force and effect (assuming no default by any such insurer), all premiums thereon have been paid when due and Holdings, Parent and each Borrower shall be otherwise in compliance in all material respects with the terms and provisions of such policies. The Administrative Borrower shall promptly deliver written notice to the Administrative Agent of any 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 issuer of any policy is not willing or able to perform its obligations thereunder that is, in each case, received by Holdings, Parent or the Borrowers. Each Borrower has taken all actions reasonably requested by Administrative Agent or the Collateral Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing such agent with the address and/or GPS coordinates of each structure located upon any Real Property that will be subject to a Mortgage in favor of Collateral Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral.
(b) Holdings will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Subsidiaries) (i) shall be endorsed to the Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled or materially revised without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent; provided, however, that if the relevant insurer is unable to state that the Collateral Agent will receive notice of any material revisions, the Administrative Borrower shall be responsible for providing such advance notice, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) shall be delivered to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Collateral Agent.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 10.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deliver all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay Holdings, Parent and each Borrower jointly and severally agree to reimburse the Administrative Agent for all costs and expenses of procuring 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (STG Group, Inc.)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Restricted Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Restricted Subsidiaries in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); ) with such exceptions as would not reasonably be expected to have a Material Adverse Effect, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims on the Collateral Rig and liabilities arising out other properties of the manufacture or distribution of any products or the provision of any services) Borrower and its Restricted Subsidiaries, with respect to its properties the Collateral Rig upon and businesses after the Delivery Date, the Required Insurance, and with respect to all other properties, in at least such amounts and against at least all such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with normal industry practice for similarly situated insureds and (iii) furnish to the Administrative Agent, at the written request of the Administrative Agent or any Lender, a complete description of the material terms of insurance carried on the Closing Date Collateral Rig.
(b) The Borrower will, and promptly will cause each of the Collateral Vessel-Owning Subsidiaries to, at all times upon and after the Delivery Date keep the Collateral Rig insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (i) shall be endorsed to the Collateral Agent’s request thereafter (to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the Agent satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured, as its interests may appear), (ii) to all “All Risk” physical damage shall state that such insurance policies on all of shall not be canceled without at least 10 days’ prior written notice thereof by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Agent as lender loss payeeCollateral Agent, and (yiii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to all general liability the Collateral Agent and umbrella liability policies naming the Agent for other Secured Creditors.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower, or any of its the Collateral Vessel-Owning Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if the Borrower, or any of the Collateral Vessel-Owning Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which Holdings or any of its Subsidiaries operates, PROVIDED that Holdings and its Subsidiaries may implement programs of self insurance (other than with respect to casualty insurance) in the same or a similar business; ordinary course of business and in accordance with the industry standards for similarly situated companies so long as reserves are maintained in accordance with generally accepted accounting principles for the liabilities associated therewith, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower .
(b) Holdings will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Subsidiaries)
(i) shall deliver name the Collateral Agent as loss payee as to casualty insurance, (ii) shall state that such insurance policies shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent for (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the benefit respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Holders Collateral Agent with respect to hazard or liability insurance, (v) shall, except in the case of Secured Obligations endorsements (x) to all “All Risk” physical damage insurance policies on all public liability insurance, provide that any losses shall be payable notwithstanding any act or neglect of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Holdings or any of its Subsidiaries at and (vi) shall be deposited with the Collateral Agent.
(c) If Holdings or any time or times hereafter of its Subsidiaries shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so name and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), upon 10 days prior notice 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 Agent prompt written although no such 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 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 shall be required to the extent consistent with prudent business practicesame is not permitted to be given under applicable law), to procure such insurance and Holdings, WPIV and the Borrower agree to reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all material property useful and necessary in its the business of the Loan Parties, taken as a whole, in good working order and condition (ordinary wear and tear and insured losses excepted)condition; maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out on, or self insure, all property material to the business of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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 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, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower shall deliver to ; and ensure that at all times the Revolving Collateral Agent or the Secured Party Representative (as bailee for perfection for the Revolving Collateral Agent), for the benefit of the Holders of Secured Obligations endorsements (x) Parties, shall be named as additional insureds with respect 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 payeeliability policies, and (y) to all general liability and umbrella liability policies naming the Agent Revolving Collateral Agent, for the benefit of the Holders of Secured Obligations an additional insured pursuant Parties, shall be named as loss payee with respect to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail property insurance, in each case to obtain or maintain any the extent insuring the Collateral and in accordance with subsection 3.4 of the policies of insurance required herein or to pay any premium Intercreditor Agreement as in whole or in part relating theretoeffect on the date hereof; provided that, then the Agent, without waiving or releasing any obligations or resulting unless an Event of Default hereundershall have occurred and be continuing, may at any time or times thereafter (but shall be 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 Revolving Collateral Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish turn over to the Agent prompt written notice Parent Borrower any amounts received by it as loss payee under any property insurance maintained by such Loan Parties, the disposition of any casualty or other insured damage such amounts to any material portion of be subject to 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 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 subsection 4.4(d) to the extent consistent with prudent business practiceapplicable, 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 (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (Administrative Agent from time to be made no more frequently than annually)time upon its request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiaries)
(i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent -51- 58 as loss payee and/or additional insured) to all “All Risk” physical damage and (ii) shall state that such insurance policies on all of shall not be canceled without at least 30 days' prior written notice thereof by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Agent as lender loss payeeCollateral Agent, and shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors.
(yc) to all general liability and umbrella liability policies naming If the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary its Subsidiaries taken as a whole in its business in reasonably good working order and condition condition, (ordinary wear and tear and insured losses excepted); ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice, and (iii) furnish to the AgentAdministrative Agent or the Required Lenders, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower At any time that Holdings or any Subsidiary of Holdings fails to maintain insurance (other than property or business interruption insurance) at the levels maintained on the Effective Date, Holdings will, or will cause one of its Subsidiaries to, notify the Administrative Agent and the Required Lenders in writing within three Business Days thereof and, if thereafter notified by the Required Lenders to do so, Holdings or any such Subsidiary, as the case may be, shall deliver obtain such insurance at such levels to the Agent extent such insurance is reasonably available. In addition to the requirements of the immediately preceding sentence, Holdings and the Borrower will at all times cause property and business interruption insurance of the type maintained on the Effective Date to be maintained (with the same scope of coverage as on the Effective Date) at levels which are at least as great as the respective amounts maintained on the Effective Date.
(b) Holdings will, and will cause its Subsidiaries to, at all times keep its insured property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or its Subsidiaries) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall, except in the case of public liability insurance, workers' compensation and cargo insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the Credit Parties’ tangible personal properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsCollateral Agent. In the event any Credit Party If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), upon ten Business Days' prior notice to do so) obtain and maintain the Borrower, to procure such policies of insurance and pay the Borrower agrees to reimburse the Collateral Agent for all costs and expenses of procuring such premiums and take any other action with respect thereto which the Agent deems advisable. All sums so disbursed by the Agent insurance.
(c) The foregoing requirements of this Section 8.03 shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent prompt written notice of any casualty or other insured damage not apply to any material portion equipment or inventory 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 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 Holdings and its Subsidiaries may self-insure which is subject to an Equipment Financing Transaction, so long as Holdings and its Subsidiaries are in material compliance with any similar requirements imposed by 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 consistent with prudent business practiceterms of such Equipment Financing Transaction.
Appears in 1 contract
Samples: Credit Agreement (Universal Compression Holdings Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower shall, and shall cause each of its Subsidiaries to, keep all property material property useful and or necessary in to its business in good working order and condition (ordinary wear and tear and insured losses casualty excepted); .
(b) The Borrower shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurance (including companies or associations insurance against claims and liabilities arising out on such of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon request, full information as to the insurance carried. The Borrower shall deliver to also maintain keyman life insurance on the life of Xxxxxx Xxxxxx-Xxxxxx, in the amount of at least $3,000,000, and shall at all times cause the Agent for to be the benefit assignee of, beneficiary 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an or additional insured under, such insurance 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 under no obligation to do so) obtain such assignment agreements 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 related documentation as the Agent shall constitute part of the Secured Obligationsrequest; provided that, payable as provided notwithstanding any term contained in this Agreement. The Borrower (x) will furnish to the Agent 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 the form of insurance proceeds, condemnation awards agreement 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 related documentation or herein to the contrary, the proceeds of such insurance may be retained by the Borrower and its Subsidiaries may self-insure used for working capital (but not applied as a Restricted Payment). All such policies of insurance shall (i) designate the Agent, on behalf of the Lenders, as additional insured or loss payee, as appropriate, and (ii) provide that the insurance companies will give the Agent at least 30 days’ prior written notice before any such policy or policies of insurance shall be materially altered or canceled. The Borrower shall deliver to the same Agent insurance certificates certified by the Borrower’s insurance brokers, as to the existence and effectiveness of each policy of insurance and evidence of payment of all premiums then due and payable therefor. In addition, the 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 loss.
(c) Each policy for liability insurance shall provide for all losses to be paid on behalf of the Agent and the Borrower, as their respective interests may appear, and each policy for property damage insurance shall, to the extent as other companies engaged in similar businesses applicable to equipment and owning similar properties in inventory, provide for all losses (except for losses of less than $200,000 per occurrence) to be paid directly to the same general areas that Agent.
(d) Reimbursement under any liability insurance maintained by the Borrower or applicable any Subsidiary operates and pursuant to this Section 5.5 may be paid directly to the extent consistent with prudent business practicePerson who shall have incurred liability covered by such insurance. In the case of any loss involving damage to equipment or inventory as to which Section 5.5(e) is not applicable, the Borrower will make or cause to be made the necessary repairs to or replacements of such equipment or inventory, and any proceeds of insurance maintained by the Borrower pursuant to this Section 5.5 shall be paid by the Agent to the Borrower, upon presentation of invoices and other evidence of obligations, as reimbursement for the costs of such repairs or replacements.
(e) Upon the actual or constructive total loss (in excess of $200,000 per occurrence) of any equipment or inventory during the continuance of a Default, all insurance proceeds in respect of such equipment or inventory shall be paid to the Agent and applied in the manner set forth in Section 2.5(d).
Appears in 1 contract
Samples: Credit Agreement (Physicians Formula Holdings, Inc.)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each Company and Target Company to, (i) keep all material property useful necessary to the business of the Companies and necessary Target Companies in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses obsolescence excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same or a similar business; Companies and Target Companies operate, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (together with each set of financial statements delivered pursuant to be made no more frequently than annuallySection 9.1(c), full information as to the insurance carried. .
(b) The Borrower will, and will cause each Credit Party to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by any Credit Party) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming Collateral Agent with respect to hazard liability insurance, (v) shall, except in the Agent as lender loss payeecase of public liability insurance, provide that any losses shall be payable notwithstanding (A) any foreclosure or other proceeding relating to the insured properties or (B) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event Collateral Agent.
(c) If any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 9.3, or maintain if any of the Credit Party shall fail to so endorse and deposit all policies of insurance required herein infoUSA Amended and Restated Credit Agreement or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Maintenance of Property; Insurance. Keep (a) Schedule VI sets forth ---------------------------------- a true and complete listing of all material insurance maintained by, or on behalf of, the Borrower and its Subsidiaries as of the Effective Date. The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, (i) keep all property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower will at all times cause insurance to be maintained at levels which are consistent and in accordance with industry practice for a company similarly situated.
(b) The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates with respect to such insurance (and any other insurance maintained by, or on behalf of, the Borrower or any Subsidiary of the Borrower) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the respective insurers irre vocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgage clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any Subsidiary of the Borrower, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at or any time or times hereafter Facility Manager shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries or any Facility Manager shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower at least five Business Days' prior written notice, to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of xxxx xxxxx the Collateral or the commencement Agent for all reasonable costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule VIII sets forth a true and complete listing of all material insurance maintained by the Borrower and its Subsidiaries as of the Initial Borrowing Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all property useful owned or leased by the Borrower and its Subsidiaries necessary to the business of the Borrower and its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain, with financially sound and insured losses excepted); maintain reputable insurers, insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Agentany Agent or any Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the other Credit Parties to, at all times keep its property insured in favor of the Collateral Administrative Agent, and all policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such other Credit Parties)
(i) shall deliver be endorsed to the Agent Collateral Administrative Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Administrative Agent (xincluding, without limitation, by naming the Collateral Administrative Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Administrative Agent (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Administrative Agent and the Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Collateral Administrative Agent with respect to hazard liability insurance, (v) shall, except in the case of public liability insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any such other Credit Parties’ tangible personal Party, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding -63- 71 relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Administrative Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Administrative Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower prior written notice, to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Administrative Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
Maintenance of Property; Insurance. Keep (a) Schedule VII sets forth a true and complete listing of all material insurance maintained by Holdings and its Subsidiaries as of the Effective Date. Parent will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the Agent requirements of the immediately preceding sentence, Parent, Holdings and the Borrower 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 at least as great as the respective amount
(b) Parent will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Parent or any of its Subsidiaries)
(i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Parent or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties if such coverage is available at commercially reasonable rates and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Collateral Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party if such coverage is available at commercially reasonable rates.
(c) If Parent or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if Parent or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Administrative 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule II sets forth a true and complete listing of all insurance maintained by Holdings and each of its Subsidiaries as of the Effective Date. Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; described on Schedule II, and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower provisions of this Section 8.03 shall deliver be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.
(b) Holdings will at all times keep, and will cause each of its Subsidiaries to keep, its property insured in favor of the Collateral Agent, and all policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings or its Subsidiaries (other than employee benefit insurance)) (i) shall be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent, the Agent and each Bank as an additional insured) with respect to all “All Risk” physical damage Collateral, (ii) shall state that such insurance policies on shall not be cancelled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent, (iv) shall contain the standard noncontributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsCollateral Agent. In the event any Credit Party If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 ObligationsHoldings agrees, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Ubiquitel Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance companies, insurance (including self-insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any servicesretentions on a basis consistent with past practice) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The .
(b) If the Borrower shall deliver to the 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 insurance in accordance with this Section 9.03, the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then Administrative Agent shall have the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay the Borrower agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring such premiums insurance.
(c) The Borrower will, and take any will cause each other action Credit Party to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect thereto which to such insurance, (i) shall be endorsed to the Agent deems advisable. All sums so disbursed by Collateral Agent’s satisfaction for the Agent shall constitute part benefit of the Secured ObligationsCreditors (including, payable without limitation, by naming the Collateral Agent as provided loss payee (in this Agreement. The Borrower respect of property insurance) and/or additional insured (xin respect of all insurance)), (ii) will furnish shall state that the respective insurer shall endeavor to provide at least 30 days’ prior written notice to the Collateral Agent prompt written notice prior to the cancellation 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 proceedingsuch insurance policy, and (yiii) will ensure that shall be provided to the Net Cash Proceeds of Collateral Agent for provision to the Lenders, in each case subject to any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit the Xxx Intercreditor Agreement and or the Security Pulitzer Intercreditor 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 consistent with prudent business practiceapplicable.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The US Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the US Borrower and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the 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 as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same US Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the AgentAdministrative Agent or any Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The .
(b) Subject to Section 8.15, the US Borrower will, and will cause each of the other Credit Parties that have executed a Security Agreement to, at all times keep their respective property insured in favor of the Collateral Agent, and all certificates with respect to such insurance (i) shall deliver name the Collateral Agent as loss payee (with respect to property) and, to the extent permitted by applicable law, as an additional insured, (ii) shall state that the respective insurer shall endeavor to provide at least 30 days' prior written notice to the Collateral Agent for the benefit of the Holders of Secured Obligations endorsements (x) to all “All Risk” physical damage before such 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 cancelled and (yiii) shall be deposited with the Collateral Agent.
(c) If the US Borrower or any of its respective Subsidiaries shall fail to all general liability and umbrella liability policies naming maintain insurance in accordance with this Section 8.03, or if the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party US Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any so endorse and deposit all certificates with respect thereto as provided in clause (b) of this Section 8.03, the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then Administrative Agent shall have the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay each Borrower agrees to reimburse the Administrative Agent for all costs and expenses of procuring 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Maintenance of Property; Insurance. Keep 21.4.1 Prior to the Cash Collateral Discharge Date, the Parent will, and will cause each other member of the Group to:
(A) keep all material property useful and necessary in its to the business of the Group in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events:
(B) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar businessGroup; and and
(C) furnish to the AgentBank, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. Such insurance shall include physical damage insurance on all real and personal property, including, without limitation, on Oil and Gas Properties (whether now owned or hereafter acquired) on an all risk basis. The Borrower provisions of this Clause 21.4 shall deliver be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
21.4.2 The Company (and any Additional Post-Cyan Obligor) will at all times keep its property insured in favour of the Bank (in its capacity as Collateral Agent), and all policies or certificates (or certified copies thereof) with respect to such insurance:
(A) shall be endorsed to the Agent Bank’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Bank (xincluding, without limitation, by naming the Bank as loss payee and/or additional insured);
(B) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days’ prior written notice thereof by the respective insurer to the Bank;
(C) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming Bank; and
(D) shall be deposited with the Agent as lender loss payee, and Bank.
21.4.3 If the Company (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 Additional Post-Cyan Obligor) shall fail to obtain maintain insurance in accordance with this Clause 21.4, or maintain if the Company (or any of the Additional Post-Cyan Obligor) shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Bank shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 proceedinginsurance, and (y) will ensure that the Net Cash Proceeds Post-Cyan Obligors jointly and severally agree to reimburse the Bank for all costs and expenses of any procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Endeavour International Corp)
Maintenance of Property; Insurance. Keep (a) Schedule II sets forth a true and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Effective Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful used and necessary in its business in good working order and condition (ordinary wear and tear tear, and insured losses damage by casualty (so long as the Borrower is applying the proceeds of such insurance in accordance with Section 4.02(A)(g)), excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against described on Schedule II, (iii) at all times maintain "key man" life insurance policies in effect with respect to William F. Hay and Denise DuBarry Hay in the same general area by companies engaged in the same or a similar business; and furnish amount of $5 million for xxxx xxxx Xxxson, xxx (xx) xxxxxsh to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The provisions of this Section 8.03 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.
(b) The Borrower will at all times keep, and will cause each of its Subsidiaries to keep, its property insured in favor of the Collateral Agent, and all 57 CREDIT AGREEMENT policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower or its Subsidiaries (other than employee benefit insurance, but specifically including the "key man" life insurance referred to in Section 8.03(a)(iii))) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (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 including, without limitation, by naming the Collateral Agent as lender loss payeepayee and naming the Collateral Agent, the Agent and each Bank as an additional insured) with respect to Collateral and with respect to such "key man" life insurance, and (yii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the respective insurer to all general liability and umbrella liability policies naming the Agent for Collateral Agent. If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain procure such insurance, 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which Holdings or any of its Subsidiaries operates, PROVIDED that Holdings and its Subsidiaries may implement programs of self insurance (other than with respect to casualty insurance) in the same or a similar business; ordinary course of business and in accordance with the industry standards for similarly situated companies so long as reserves are maintained in accordance with generally accepted accounting principles for the liabilities associated therewith, and (iii) furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver to the Agent for the benefit .
(b) Holdings will, and will cause each of its Subsidiaries (other than Elgar FSC so long as Elgar FSC is not a Subsidiary Guarantor) to, at all times keep its property insured in favor of the Holders of Secured Obligations endorsements Collateral Agent, and all policies or certificates (xor certified copies thereof) with respect to all “All Risk” physical damage such insurance policies on all of (and any other insurance maintained by Holdings and/or such Subsidiaries)
(i) shall name the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Collateral Agent as lender loss payee, payee as to casualty insurance and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations as an additional insured pursuant in the case of casualty and liability insurance, (ii) shall state that such insurance policies shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard mortgagee provisions. In non-contributing mortgage clause endorsement in favor of the event Collateral Agent with respect to hazard or liability insurance, (v) shall, except in the case of public liability insurance, provide that any Credit Party losses shall be payable notwithstanding any neglect act of Holdings or any of its Subsidiaries at and (vi) shall be deposited with the Collateral Agent.
(c) If Holdings or any time or times hereafter of its Subsidiaries shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so name and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), upon 10 days prior notice 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 Agent prompt written although no such 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 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 shall be required to the extent consistent with prudent business practicesame is not permitted to be given under applicable law), to procure such insurance and Holdings and the Borrower agree to reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Power Ten)
Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in the business of Holdings and its business Subsidiaries, taken as a whole, in good working order and condition (ordinary wear and tear and insured losses excepted)condition; maintain with financially sound and reputable insurance (including companies insurance against claims on all property material to the business of Holdings and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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 usually insured against in the same general area by companies of similar size engaged in the same or a similar business; and furnish to the U.S. Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower ; and ensure that at all times the U.S. Administrative Agent and/or the Canadian Administrative Agent, as applicable, shall deliver be named as additional insureds with respect to liability policies and the U.S. Collateral Agent and/or the Canadian U.S. Collateral Agent, as applicable, shall be named as loss payee with respect to the casualty insurance maintained by each Borrower and Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, (i) each Collateral Agent for shall turn over to the benefit Parent Borrower any amounts received by it as loss payee under any casualty insurance maintained by Holdings or its Subsidiaries, the disposition of such amounts to be subject to the Holders provisions 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 payeesubsection 4.4(b), and (yii) the Parent Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to all general liability and umbrella liability policies naming the Agent for the benefit adjust or settle any claims under such insurance.
(b) With respect to each property of the Holders of Secured Obligations 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 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 Agent 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 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 Parent Borrower and its Subsidiaries may self-insure subject to a Mortgage:
(i) If any portion of any such property is located in an area identified as a special flood hazard area by the same extent as Federal Emergency Management Agency or other companies engaged in similar businesses and owning similar properties in applicable agency, the same general areas that the Parent Borrower shall maintain or applicable Subsidiary operates and cause to be maintained, flood insurance to the extent consistent required by law.
(ii) The Parent Borrower and each of its applicable Subsidiaries promptly shall comply with prudent business practiceand conform to (i) all provisions of each insurance policy relating to each such property, and (ii) all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such non-compliance or non-conformity as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Borrower shall not use or permit the use of such property in any manner which would reasonably be expected to result in the cancellation of any insurance policy relating to such property or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant to clause (a) of this subsection 7.5.
(iii) If the Parent Borrower is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which could reasonably be expected to have a Material Adverse Effect, then the U.S. Administrative Agent, at its option upon 10 days’ written notice to the Parent Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which the Parent Borrower or any Subsidiary had insured such property, and pay the premium or premiums therefore, and the Parent Borrower shall pay to the U.S. Administrative Agent on demand such premium or premiums so paid by the U.S. Administrative Agent with interest from the time of payment at a rate per annum equal to 2.00%.
(iv) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $2,000,000, the Parent Borrower shall give prompt notice thereof to the U.S. Administrative Agent. All insurance proceeds paid or payable in connection with any damage or casualty to any property shall be applied in the manner specified in subsection 7.5(a).
Appears in 1 contract
Samples: Credit Agreement (RSC Holdings Inc.)
Maintenance of Property; Insurance. Keep Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property (including, but not limited to, equipment) useful and necessary in its business in good working order and condition (ordinary condition, normal wear and tear and insured losses damage by casualty excepted, and subject to Section 8.4(b); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the 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 business against at least such risks as are usually loss or damage of the 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 business; business 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, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)on each anniversary thereof, full information certificates of insurance as to the insurance carried. The Borrower All insurance policies or certificates (or certified copies thereof) with respect to such insurance (A) shall deliver be endorsed to the Agent Administrative Agent's reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Administrative Agent and Lenders (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 including, without limitation, by naming the Administrative Agent as lender loss payeepayee or additional insured, as appropriate); and (yB) shall state that such insurance policy shall not be cancelled or revised without thirty days' prior to all general liability and umbrella liability policies naming written notice thereof by the Agent for insurer to the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsAdministrative Agent. In the event At any Credit Party time that insurance at levels described in Schedule 7.8 is not being maintained by Holdings or any of its Subsidiaries Subsidiaries, Borrower will notify the Lenders in writing within five Business Days thereof and, if thereafter notified by Administrative Agent or the Required Lenders to do so, Borrower or any such Subsidiary, as the case may be, shall obtain insurance at any time or times hereafter such levels at least equal to those set forth on Schedule 7.8. The provisions of this Section 7.8 shall fail be deemed to obtain or maintain be supplemental to, but not duplicative of, the provisions of any of the policies Security Documents that require the maintenance 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 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (TNS Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. The provisions of this Section 8.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) The Borrower will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiaries) (i) shall deliver be endorsed to the Agent Collateral Agent’s reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Bway Corp)
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 its business in good working order and condition (ordinary condition, normal wear and tear and insured losses damage by casualty excepted, and subject to Section 8.4(b); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the 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 business against at least such risks as are usually loss or damage of the 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 business; business 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 Agent, on the Closing Restatement Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)on each anniversary thereof, full information certificates of insurance as to the insurance carried. The Borrower All insurance policies or certificates (or certified copies thereof) with respect to such insurance (A) shall deliver be endorsed to the Agent Agent's reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Agent and Lenders (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 including, without limitation, by naming the Agent as lender loss payeepayee or additional insured, as appropriate); and (yB) shall state that such insurance policy shall not be cancelled or revised without thirty days' prior to all general liability and umbrella liability policies naming written notice thereof by the Agent for insurer to the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsAgent. In the event At any Credit Party time that insurance at levels described in Schedule 7.8 is not being maintained by Holdings or any of its Subsidiaries Subsidiaries, Borrower will notify the Lenders in writing within five Business Days thereof and, if thereafter notified by Agent or the Required Lenders to do so, Borrower or any such Subsidiary, as the case may be, shall obtain insurance at any time or times hereafter such levels at least equal to those set forth on Schedule 7.8. The provisions of this Section 7.8 shall fail be deemed to obtain or maintain be supplemental to, but not duplicative of, the provisions of any of the policies Security Documents that require the maintenance 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 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in the business of Holdings and its business Subsidiaries, taken as a whole, in good working order and condition (ordinary wear and tear and insured losses excepted)condition; maintain with financially sound and reputable insurance (including companies insurance against claims on all property material to the business of Holdings and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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 usually insured against in the same general area by companies of similar size engaged in the same or a similar business; and furnish to the U.S. Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower ; and ensure that at all times the U.S. Administrative Agent and/or the Canadian Administrative Agent, as applicable, shall deliver be named as additional insureds with respect to liability policies and the U.S. Collateral Agent and/or the Canadian U.S. Collateral Agent, as applicable, shall be named as loss payee with respect to the casualty insurance maintained by each Borrower and Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion Event shall have occurred and be continuing, (i) each Collateral Agent for shall turn over to the benefit Parent Borrower any amounts received by it as loss payee under any casualty insurance maintained by Holdings or its Subsidiaries, the disposition of such amounts to be subject to the Holders provisions 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 payeesubsection 4.4(b), and (yii) the Parent Borrower and/or the applicable Subsidiary Guarantor shall have the sole right to all general liability and umbrella liability policies naming the Agent for the benefit adjust or settle any claims under such insurance.
(b) With respect to each property of the Holders of Secured Obligations 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 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 Agent 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 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 Parent Borrower and its Subsidiaries may self-insure subject to a Mortgage:
(i) If any portion of any such property is located in an area identified as a special flood hazard area by the same extent as Federal Emergency Management Agency or other companies engaged in similar businesses and owning similar properties in applicable agency, the same general areas that the Parent Borrower shall maintain or applicable Subsidiary operates and cause to be maintained, flood insurance to the extent consistent required by law.
(ii) The Parent Borrower and each of its applicable Subsidiaries promptly shall comply with prudent business practiceand conform to (i) all provisions of each insurance policy relating to each such property, and (ii) all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such non-compliance or non-conformity as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Borrower shall not use or permit the use of such property in any manner which would reasonably be expected to result in the cancellation of any insurance policy relating to such property or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant to clause (a) of this subsection 7.5.
(iii) If the Parent Borrower is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which could reasonably be expected to have a Material Adverse Effect, then the U.S. Administrative Agent, at its option upon 10 days' written notice to the Parent Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which the Parent Borrower or any Subsidiary had insured such property, and pay the premium or premiums therefore, and the Parent Borrower shall pay to the U.S. Administrative Agent on demand such premium or premiums so paid by the U.S. Administrative Agent with interest from the time of payment at a rate per annum equal to 2.00%.
(iv) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $2,000,000, the Parent Borrower shall give prompt notice thereof to the U.S.
Appears in 1 contract
Samples: Credit Agreement (RSC Holdings Inc.)
Maintenance of Property; Insurance. Keep (a) Schedule VII sets forth a true and complete listing of all material insurance maintained by Holdings and its Subsidiaries as of the Restatement Effective Date. Parent will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the Agent requirements of the immediately preceding sentence, Parent, Holdings and the Borrower 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 at least as great as the respective amount described opposite the respective type of insurance on Schedule VII under the column headed "Maximum Amount Required to be Maintained."
(b) Parent will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Parent or any of its Subsidiaries)
(i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Parent or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties if such coverage is available at commercially reasonable rates and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Collateral Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party if such coverage is available at commercially reasonable rates.
(c) If Parent or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 7.03, or maintain if Parent or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Administrative 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Capstar Radio Broadcasting Partners Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower shall keep all material its property useful and necessary in its business and all the Mortgaged Property, whether owned by a Borrower or a Subsidiary, in good working order and condition (condition, ordinary wear and tear and insured losses excepted); .
(b) The Borrower at all times shall maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any servicescause to be maintained) with respect to its properties and businesses each Mortgaged Property in some company or companies (having a Best's rating of A:VIII or better, except for liability insurance maintained with respect to Properties located in Texas, which shall be maintained with a company or companies having a Best's rating of at least such A-:VII) approved by the Administrative Agent: - Comprehensive public liability insurance covering claims for bodily injury, death, and property damage, with minimum limits satisfactory to the Administrative Agent, but in any event not less than those amounts and against at least such risks as are usually insured against in the same general area customarily maintained by companies engaged in the same or a substantially similar business; - Business interruption insurance and/or loss of rents insurance in a minimum amount specified by the Administrative Agent for each Mortgaged Property, and in any such event covering loss of rents for a minimum period of one (1) year; - Hazard insurance insuring each Mortgaged Property against loss by fire (with extended coverage) and against such other hazards and perils (including but not limited to loss by earthquake, windstorm, hail, flood, explosion, riot, aircraft, smoke, vandalism, malicious mischief and vehicle damage) as the Administrative Agent, in its sole discretion, shall from time to time require, all such insurance to be issued in such form, with such deductible provision, and for such amount as shall be satisfactory to the Administrative Agent; and
(c) The Borrower shall not, nor permit any other Person to, cancel, terminate, or materially amend any of the insurance policies required by this Section 5 without giving at least thirty (30) days' prior written notice to the Administrative Agent. The Borrower will deliver (or cause to be delivered) to the Administrative Agent original or certified copies of the insurance policies, or satisfactory certificates of insurance, and, as often as the Administrative Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. At the option of the Borrower, the Borrower may maintain the insurance coverages required by this Section 5, pursuant to so-called "blanket insurance policies", in which event the Borrower shall, from time to time, upon the Administrative Agent's request, furnish to the AgentAdministrative Agent certificates from the respective insurance companies (or their authorized agents) setting forth the types and amounts of insurance being maintained, on the Closing Date any applicable deductible provisions, and promptly after the Agent’s request thereafter (to be made no more frequently than annually), full such other information as to the insurance carried. The Borrower shall deliver to the Administrative Agent for the benefit of the Holders of Secured Obligations endorsements may require (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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 Agentincluding, without waiving or releasing any obligations or resulting Event of Default hereunderlimitation, may at any time or times thereafter (but shall be 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 Agent 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 effective dates of any such event (whether in the form insurance), together with copies of all such blanket 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 consistent with prudent business practicepolicies.
Appears in 1 contract
Samples: Revolving Credit Agreement (Mid America Apartment Communities Inc)
Maintenance of Property; Insurance. Keep (a) Schedule VII sets forth ---------------------------------- a true and complete listing of all material insurance maintained by, or on behalf of, the Borrower and its Subsidiaries as of the Restatement Effective Date. The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, (i) keep all property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower will at all times cause insurance to be maintained at levels which are consistent and in accordance with industry practice for a company similarly situated.
(b) The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates with respect to such insurance (and any other insurance maintained by, or on behalf of, the Borrower or any Subsidiary of the Borrower) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgage clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any Subsidiary of the Borrower, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at or any time or times hereafter Facility Manager shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries or any Facility Manager shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower at least five Business Days' prior written notice, to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all reasonable costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule VII sets forth a true and complete listing of all material insurance maintained by the Borrower and its Subsidiaries as of the Restatement Effective Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all property useful owned or leased by the Borrower and its Subsidiaries necessary to the business of the Borrower and its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain, with financially sound and insured losses excepted); maintain reputable insurers, insurance on all such property (including including, without limitation, flood insurance against claims and liabilities arising out of to the manufacture or distribution of any products or the provision of any servicesextent applicable) with respect to its properties and businesses in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Agentany Agent or any Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the other Credit Parties to, at all times keep its property insured, with the Collateral Agent named as loss payee or additional insured, and all policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such other Credit Parties) shall deliver (i) name the Collateral Agent as loss payee and/or additional insured) and (ii) state that such insurance policies shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent for (or such shorter period of time as a particular insurance company policy generally provides).
(c) If 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of its Subsidiaries shall fail to so name the policies of insurance required herein Collateral Agent as a loss payee or to pay any premium in whole or in part relating additional insured with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower prior written notice, to do so) obtain and maintain procure such policies of insurance and pay the Borrower agrees to reimburse the Collateral Agent for all costs and expenses of procuring such premiums and take any other action insurance or naming the Collateral Agent as a loss payee or additional insured 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 Agent 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 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 consistent with prudent business practicethereto.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Company shall cause all material property properties owned by or leased by it or any of its Restricted Subsidiaries used or useful and necessary in to the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good normal condition, repair and working order and condition (ordinary wear supplied with all reasonably necessary equipment and tear shall cause to be made all repairs, renewals, replacements, and insured losses excepted)betterments thereof, all as in its judgment may be reasonably necessary, so that the business carried on in connection therewith may be properly conducted at all times; maintain insurance (including insurance against claims and liabilities arising out provided, however, that nothing in this Section 4.21 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the manufacture management of the Company or distribution any such Restricted Subsidiary, necessary or desirable in the conduct of the business of the Company or any such Restricted Subsidiary; provided further that nothing in this Section 4.21 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing or disposing of any products or properties to the provision extent otherwise permitted by this Indenture.
(b) The Company shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of similar size, including property and casualty loss, workers’ compensation and interruption of business insurance.
(c) The Company shall cause any services) property and casualty insurance policies with respect to its properties the Mortgaged Property to be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable endorsement, which endorsement or policy shall provide that, from and businesses in at least after the Issue Date, if the insurance carrier shall have received written notice from the Trustee of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Company and Guarantors under such amounts policies directly to the Company and against at least the Trustee; cause all such risks as are usually insured against policies to provide that neither the Company, the Trustee nor any other party shall be a coinsurer thereunder and to contain a “Replacement Cost Endorsement,” or in the same general area by case of a policy insuring equipment, to contain an “Actual Cost Endorsement,” or similar endorsement without any deduction for depreciation, and such other provisions as may be customary with companies engaged in the same or similar businesses; deliver original or certified copies of all such policies or a similar business; and furnish certificate of an insurance broker to the Agent, on Trustee; cause each such policy to provide that it shall not be canceled or not renewed upon less than 30 days’ prior written notice thereof by the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually), full information as insurer to the insurance carried. The Borrower shall Trustee; deliver to the Agent for Trustee, prior to the benefit cancellation or nonrenewal of such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to Trustee) or insurance certificate with respect, thereto, together with evidence reasonably satisfactory to the Trustee of payment 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 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 Agent 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 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 consistent with prudent business practicethereof.
Appears in 1 contract
Samples: Indenture (Georgia Gulf Corp /De/)
Maintenance of Property; Insurance. Keep (i) Keep, and cause each of its Subsidiaries to keep, all material property (including, but not limited to, equipment) useful and necessary in for its business in good working order and condition (ordinary condition, normal wear and tear and insured losses damage by casualty excepted, subject to SECTION 8.3(b); , (ii) maintain, and shall cause each of its Subsidiaries to maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its material properties and businesses in at least such amounts and business against at least such risks as are usually loss or damage of the 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, on the Closing Amendment/Restatement Date and promptly after on the Agent’s request thereafter (to be made no more frequently than annually)date of delivery of each annual financial statement, full information as to the insurance carried. The Borrower shall deliver to the Agent for the benefit At any time that insurance at levels described in SCHEDULE 7.8 is not being maintained by or on behalf 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time Subsidiaries, the Borrower will notify the Lenders in writing within ten (10) Business Days thereof and, if thereafter notified by the Administrative Agent 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 under no obligation Required Lenders 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 Agent 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 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 or any such Subsidiary, as the case may self-insure be, shall obtain insurance at such levels at least equal 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 consistent with prudent business practice.those set forth on SCHEDULE 7.8. 107
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Maintenance of Property; Insurance. Keep (a) Schedule V sets forth a true and complete listing of all material insurance maintained by Holdings, and its Subsidiaries as of the Effective Date. Holdings will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the Agent requirements of the immediately preceding sentence, Holdings and the Borrower will at all times cause insurance of the types described in Schedule V to be maintained (with the same scope of coverage as that described in Schedule V) at levels which are at least as great as the respective amount described opposite the respective type of insurance on Schedule V under the column headed "Maximum Amount Required to be Maintained."
(b) Holdings will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings or any of its Subsidiaries)
(i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties if such coverage is available at commercially reasonable rates and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Collateral Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party if such coverage is available at commercially reasonable rates.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Administrative 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful properties and necessary equipment used in its business in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); , (ii) maintain in full force and effect insurance (including with reputable and solvent insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to carriers on all its properties and businesses property in at least such amounts and amounts, against at least such risks and with such deductibles or self-insured retentions as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies (including the Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and
(i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (x) as certificate holder, mortgagee and loss payee with respect to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible Real Property, certificate holder and loss payee with respect to personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) additional insured with respect to all general liability and umbrella liability coverage), and (ii) shall state that such insurance policies naming shall not be canceled or materially revised without 30 days' prior written notice thereof by the Agent for respective insurer to the benefit of Collateral Agent.
(c) If the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Administrative 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Company will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Company and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty and condemnation events, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the same or a similar business; Company and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. .
(b) The Borrower Company will, and will cause each of the Credit Parties to, at all times keep its property insured in favor of the Collateral Agent, and all policies and certificates (or certified copies thereof including any endorsements) with respect to such insurance (and any general liability insurance and marine cargo insurance maintained by the Company and/or such Credit Parties) (i) shall deliver be endorsed to the Agent Collateral Agent’s satisfaction 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 Collateral Agent by naming the Collateral Agent as lender loss payeepayee and/or additional insured, (ii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, and (yiii) to all general liability such certificates shall be deposited with the Collateral Agent. The Company will, and umbrella liability policies naming the Agent for the benefit will cause each of the Holders Credit Parties to, use commercially reasonable efforts to obtain endorsements to its insurance policies stating that such insurance policies shall not be canceled without at least 30 days’ (or 10 days’ in the case of Secured Obligations non-payment of premium) prior written notice thereof by the respective insurer to the Collateral Agent.
(c) If at any time the improvements on any Mortgaged Property are located in an additional insured pursuant to standard mortgagee provisions. In area identified as a special flood hazard area by the event Federal Emergency Management Agency or any successor thereto or other applicable agency, the Company will, and will cause the applicable Credit Party to, at all times keep and maintain flood insurance in an amount reasonably satisfactory to the Administrative Agent but in no event less than the amount sufficient to comply with the rules and regulations promulgated under the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 or any successor acts thereto, each as amended from time to time.
(d) If the Company or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if the Company or any of the policies of insurance required herein or its Subsidiaries shall fail to pay any premium in whole or in part relating so endorse and deposit all certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit Agreement Company and the Security Agreement. Notwithstanding any provision other U.S. Borrowers jointly and severally agree to reimburse the Administrative Agent for all out-of-pocket costs and expenses 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 consistent with prudent business practiceprocuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule V sets forth a true and complete listing of all material insur ance maintained by the Borrower and its Subsidiaries as of the Effective Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition condition, (ordinary wear and tear and insured losses excepted); ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as is consistent and in accordance with industry practice, provided that with respect to each Mortgaged Property, such insurance shall be maintained in such amounts as are usually insured against in set forth opposite each such Mortgaged Property on Schedule II, (iii) maintain, to the same general area extent available, on a nonrated basis by companies engaged in reputable insurers, policies of key-man life insurance of $10,000,000 on Xx. Xxx X. Waller (and $5,000,000 on each chief executive officer of the same or a similar business; Borrower subsequent to Xx. Xxxxxx) which policies shall be assigned to the Collateral Agent as collateral security for the obligations of the Borrower hereunder, and (iv) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. At any time that insurance at levels described on Schedule V is not being maintained by the Borrower or any Subsidiary of the Borrower, the Borrower will notify the Banks in writing within three Business Days thereof and, if thereafter notified by the Required Banks to do so, the Borrower or any such Subsidiary, as the case may be, shall obtain insurance at such levels at least equal to those set forth on Schedule V to the extent then generally available.
(b) The Borrower will at all times keep its property insured in favor of the Collateral Agent, and all policies (in cluding Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Col lateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be can celled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal property Col lateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and assets and business interruption insurance policies naming the Agent as lender loss payeeworkers' compensation insurance, and provide that any losses shall be payable notwithstanding (yA) to all general liability and umbrella liability policies naming the Agent for the benefit any act or neglect of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Bor rower or any of its Subsidiaries Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is ob tainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any time foreclosure or times hereafter other proceeding relating to the insured properties, or (D) any change in the title to or ownership or possession of the insured properties, and (vi) shall be depos ited with the Collateral Agent. If the Borrower shall fail to obtain insure its property in accordance with this Section 8.03, or maintain any of if the Borrower shall fail so to endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule VI sets forth a true and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Restatement Effective Date. Each of the General Partner and the Borrower will, and the General Partner will cause each of its Subsidiaries to, (i) keep all material property useful and necessary in its business in good working order and condition (ordinary normal wear and tear and insured losses excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against described in the same general area by companies engaged in the same or a similar business; Schedule VI, and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The At any time that insurance at levels described on Schedule VI is not being maintained by the Borrower or any Subsidiary, the Borrower will notify the Banks in writing within three Business Days thereof and, if thereafter notified by the Required Banks to do so, the Borrower or such Subsidiary, as the case may be, shall deliver obtain insurance at such levels at least equal to those set forth on Schedule VI to the Agent extent then generally available.
(b) Each of the General Partner and the Borrower will, and the General Partner will cause each of its Subsidiaries to, at all times keep their respective property and business insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the General Partner, the Borrower and its Subsidiaries)
(i) shall be endorsed, with respect to property and liability insurance, to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall, except in the case of public liability insurance and workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming General Partner, the Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any time foreclosure or times hereafter other proceeding relating to the insured properties or (D) any change in the title to or ownership or possession of the insured properties and (v) shall be deposited with the Collateral Agent. If the General Partner, the Borrower or any Subsidiary shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the General Partner, the Borrower or any of the Subsidiary shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Staff Leasing Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful and necessary to the business of the Companies in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses obsolescence excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (together with each set of financial statements delivered pursuant to be made no more frequently than annuallySection 9.1(c), full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the Subsidiary Guarantors to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiary Guarantors) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming Collateral Agent with respect to hazard liability insurance, (v) shall, except in the Agent as lender loss payeecase of public liability insurance, provide that any losses shall be payable notwithstanding (A) any foreclosure or other proceeding relating to the insured properties or (B) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 9.3, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary in its business Subsidi-aries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situ-ated owning similar properties and engaged in similar businesses as the same or a similar business; Borrower and its Subsidi-aries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. Such insurance shall include physical damage insurance on all real and personal property (whether now owned or here-after acquired) on an all risk basis and business interruption insurance. The provisions of this Sec-tion 8.03 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) The Borrower shall deliver will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiaries to the Agent extent reasonably requested by the Collateral Agent) (i) shall be endorsed to the Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) to all general liability and umbrella liability policies naming in the Agent for case of such certificates (or, if requested by the benefit of Administrative Agent, such policies), shall be deposited with the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In Collateral Agent.
(c) If the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower or any of its Subsidiaries shall fail to so endorse and deposit all policies (if so requested by the policies of insurance required herein Administrative Agent) or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (RCN Corp /De/)
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep, in all material respects, all material property useful necessary to the business of Holdings and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain with financially sound and insured losses excepted); maintain reputable third party insurance companies insurance (including insurance against claims and liabilities arising out of except to the manufacture or distribution extent of any products or the provision of any services) with respect to its properties self-insurance reasonable and businesses in at least such amounts and against at least such risks as are usually insured against in the same general area by companies customary for similarly situated Persons engaged in the same or a similar business; businesses as Holdings and its Subsidiaries) on all such property and against all such risks as is consistent and in accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as Holdings and its Subsidiaries, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s upon its written request thereafter (to therefor, information as may be made no more frequently than annually), full information requested as to the insurance carried. The Borrower provisions of this Section 9.03 shall deliver be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) Holdings will, and will cause each of its Subsidiaries to, at all times keep its property constituting Collateral insured in favor of the Collateral Agent as loss payee and/or additional insured, as applicable, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Subsidiaries) (i) shall be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured, as applicable), (ii) to all “All Risk” physical damage shall state that such insurance policies on all of shall not be canceled without at least 30 days’ prior written notice thereof by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Collateral Agent as lender loss payee, (unless it is such insurer’s policy not to provide such a statement) and (yiii) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Collateral Agent.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 9.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation), on or after the date that is 20 days after Holdings or the Borrower has received written notice from the Administrative Agent of its intention to do so) obtain and maintain , to procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Town Sports International Holdings Inc)
Maintenance of Property; Insurance. Keep (a) Schedule II sets forth a true and complete listing of all insurance maintained by the Borrower, Holdings and each of their respective Subsidiaries as of the Effective Date. Each of the Borrower and Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; described on Schedule II, and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The provisions of this Section 8.03 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance.
(b) Each of the Borrower and Holdings will at all times keep, and will cause each of its Subsidiaries to keep, its property insured in favor of the Collateral Agent, and all policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower, Holdings or their respective Subsidiaries (other than employee benefit insurance)) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent, the Administrative Agent and each Bank as an additional insured) with respect to all “All Risk” physical damage Collateral, (ii) shall state that such insurance policies on shall not be canceled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent, (iv) shall contain the standard noncontributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal property and assets and business interruption Collateral Agent with respect to hazard insurance policies naming the Agent as lender loss payeecoverage, and (yv) to all general liability and umbrella liability policies naming the Agent for the benefit shall provide that any losses shall be payable notwithstanding (A) any act or neglect of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower, Holdings or any of its their respective Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any foreclosure or other proceeding relating to the insured properties or (D) any change in the title to or ownership or possession of the insured properties and (vi) shall be deposited with the Collateral Agent. If the Borrower, Holdings or any of their respective Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 8.03, or maintain if the Borrower, Holdings or any of the their respective Subsidiaries shall fail to endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 each of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent 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 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 Holdings agrees, to reimburse the same extent as other companies engaged in similar businesses Collateral Agent for all costs and owning similar properties in the same general areas that the Borrower or applicable Subsidiary operates and to the extent consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Ubiquitel Inc)
Maintenance of Property; Insurance. Keep (a) Schedule 8.03 sets forth a true and complete listing of all material insurance maintained by the Borrower and its Subsidiaries as of the Amendment Effective Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower or any of its Subsidiaries) (i) shall deliver be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit PartiesCollateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and workers’ tangible personal compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Collateral Agent for if such coverage is available at commercially reasonable rates.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Agents and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Borrower agrees to reimburse the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent prompt written notice of any casualty Agents or other insured damage to any material portion of the Collateral or Agent, as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful owned or leased by the Borrower and its Subsidiaries necessary to the business of the Borrower and its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear excepted, (ii) maintain, with financially sound and insured losses excepted); maintain reputable insurers, insurance on all such property (including including, without limitation, flood insurance against claims and liabilities arising out of to the manufacture or distribution of any products or the provision of any servicesextent applicable) with respect to its properties and businesses in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, (iii) maintain, with financially sound and reputable insurers, liability insurance in such amounts, covering such risks and liabilities and with such deductibles as are in accordance with normal industry practice for similarly situated insureds and (iv) furnish to the AgentAdministrative Agent or any Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver .
(b) All policies or certificates (or certified copies thereof) with respect to the insurance required to be maintained by the Borrower and its Subsidiaries pursuant to Section 8.03(a) and all Mortgage Policies at any time in effect (and any other insurance maintained by the Borrower and/or such other Credit Parties) shall (i) name the Collateral Agent for the benefit of the Holders of Secured Obligations endorsements as loss payee and/or additional insured and (xii) to all “All Risk” physical damage state that such insurance policies on all shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent (or such shorter period of time as a particular insurance company policy generally provides).
(c) If the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of its Subsidiaries shall fail to so name the policies of insurance required herein Collateral Agent as a loss payee or to pay any premium in whole or in part relating additional insured with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower prior written notice, to do so) obtain and maintain procure such policies of insurance and pay the Borrower agrees to reimburse the Collateral Agent for all costs and expenses of procuring such premiums and take any other action insurance or naming the Collateral Agent as a loss payee or additional insured 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 Agent 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 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 consistent with prudent business practicethereto.
Appears in 1 contract
Samples: Credit Agreement (Too 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 its business in good working order and condition (ordinary condition, normal wear and tear and insured losses damage by casualty excepted, and subject to Section 8.4(b); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the 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 business against at least such risks as are usually loss or damage of the 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 business; business 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 Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)on each anniversary thereof, full information certificates of insurance as to the insurance carried. The Borrower All insurance policies or certificates (or certified copies thereof) with respect to such insurance (A) shall deliver be endorsed to the Agent Agent's reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Agent and Lenders (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 including, without limitation, by naming the Agent as lender loss payeepayee or additional insured, as appropriate); and (yB) shall state that such insurance policy shall not be cancelled or revised without thirty days' prior to all general liability and umbrella liability policies naming written notice thereof by the Agent for insurer to the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsAgent. In the event At any Credit Party time that insurance at levels described in Schedule 7.8 is not being maintained by Holdings or any of its Subsidiaries Subsidiaries, Borrowers will notify the Lenders in writing within five Business Days thereof and, if thereafter notified by Agent or the Required Lenders to do so, Borrowers or any such Subsidiary, as the case may be, shall obtain insurance at any time or times hereafter such levels at least equal to those set forth on Schedule 7.8. The provisions of this Section 7.8 shall fail be deemed to obtain or maintain be supplemental to, but not duplicative of, the provisions of any of the policies Security Documents that require the maintenance 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 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Natg Holdings LLC)
Maintenance of Property; Insurance. Keep (a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of the Borrower and necessary its Subsidiaries in its business in reasonably good working order and condition (condition, ordinary wear and tear and insured losses obsolescence excepted); , (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses on all such property in at least such amounts and against at least such risks as are usually insured against is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general area by companies engaged areas in which the same Borrower or a similar business; any of its Subsidiaries operates, and (iii) furnish to the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (together with each set of financial statements delivered pursuant to be made no more frequently than annuallySection 9.01(c), full information as to the insurance carried. .
(b) The Borrower will, and will cause each of the Subsidiary Guarantors to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower and/or such Subsidiary Guarantors) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming Collateral Agent with respect to hazard liability insurance, (v) shall, except in the Agent as lender loss payeecase of public liability insurance, provide that any losses shall be payable notwithstanding (A) any foreclosure or other proceeding relating to the insured properties or (B) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 9.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 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 agrees to reimburse the Administrative Agent for all reasonable costs 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 consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Maintenance of Property; Insurance. Keep (a) Schedule VI sets forth a true and complete listing of all material insurance (including self-insurance programs) maintained by the Borrower and its Restricted Subsidiaries as of the Initial Borrowing Date, the levels (and scope of coverage) of which insurance the Borrower deems prudent. The Borrower will, and will cause each of its respective Restricted Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause its respective Restricted Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies (including Mortgage Policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower or any of its respective Restricted Subsidiaries) (i) shall deliver be endorsed to the Agent Collateral Agent's reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (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 including, without limitation, by naming the Collateral Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations payee or as an additional insured pursuant (provided that the Borrower and its Restricted Subsidiaries shall be permitted to settle claims in an amount less than $10,000,000 per claim, so long as the proceeds from such claims are applied in accordance with Section 3.03(g))), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee provisions. In clause endorsement in favor of the event Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and workers' compensation insurance, provide that any Credit Party losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any of its respective Restricted Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any foreclosure or other proceeding relating to the insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties and (vi) shall be deposited with the Collateral Agent if such coverage is available at commercially reasonable rates.
(c) If the Borrower or any of its respective Restricted Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if the Borrower or any of the its respective Restricted Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) after giving notice to do sothe Borrower (but not requiring any consent from the Borrower) obtain and maintain to procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent, as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep all material property useful and necessary in its the business of the Loan Parties, taken as a whole, in good working order and condition (ordinary wear condition; use commercially reasonable efforts to maintain with financially sound and tear and insured losses excepted); maintain reputable insurance (including companies insurance against claims and liabilities arising out on, or self insure, all property material to the business of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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 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, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower shall deliver to ; and ensure that at all times the Term Collateral Agent or the Secured Party Representative (as bailee for perfection for the Term Collateral Agent), for the benefit of the Holders of Secured Obligations endorsements (x) Parties, shall be named as additional insureds with respect 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 payeeliability policies, and (y) to all general liability and umbrella liability policies naming the Agent Term Collateral Agent, for the benefit of the Holders of Secured Obligations an additional insured pursuant Parties, shall be named as loss payee with respect to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail property insurance, in each case to obtain or maintain any the extent insuring the Collateral and in accordance with subsection 3.4 of the policies of insurance required herein or to pay any premium Intercreditor Agreement as in whole or in part relating theretoeffect on the date hereof; provided that, then the Agent, without waiving or releasing any obligations or resulting unless an Event of Default hereundershall have occurred and be continuing, may at any time or times thereafter (but shall be 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 Term Collateral Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish turn over to the Agent prompt written notice Borrower any amounts received by it as loss payee under any property insurance maintained by such Loan Parties, the disposition of any casualty or other insured damage such amounts to any material portion of be subject to 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 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 subsection 3.4(d) to the contraryextent applicable, and, unless an Event of Default shall have occurred and be continuing, 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 Term Collateral Agent agrees that the Borrower or and/or the applicable Subsidiary operates and Guarantor shall have the sole right to the extent consistent with prudent business practiceadjust or settle any claims under such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule VII sets forth a true and complete listing of all material insurance maintained by, or on behalf of, the Borrower and its Subsidiaries as of the Effective Date. The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, (i) keep all property useful necessary to the business of the Borrower and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or accordance with industry practice for a similar business; company similarly situated and (iii) furnish to the Lead Arranger and the Administrative Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. .
(b) The Borrower will, and will cause each of its Subsidiaries and Facility Managers to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates with respect to such insurance (and any other insurance maintained by, or on behalf of, the Borrower or any Subsidiary of the Borrower) (i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent (or such shorter period of time as a particular insurance company policy generally provides), (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgage clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any Subsidiary of the Borrower, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties or (D) any change in the title to or ownership or possession of the insured properties and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent.
(c) If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at or any time or times hereafter Facility Manager shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries or any Facility Manager shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation), after giving the Borrower at least five Business Days' prior written notice, to do so) obtain and maintain procure 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 agrees to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all reasonable costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule II sets forth a true and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Effective Date. The Borrower will, and will cause each of its Subsidiaries to, (i) keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain with financially sound and reput- able insurance companies (including A) at least $1 million of key-man life insurance against claims and liabilities arising out on the life of each of the manufacture or distribution chief executive officer and the chief financial officer of any products or the provision of any servicesBorrower (it being understood and agreed that the Borrower shall obtain such insurance within 30 days following the Initial Borrowing Date) with respect to and (B) liability insurance and insurance on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; described on Schedule II and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The provisions of this Section 8.03 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insur- ance.
(b) The Borrower will at all times keep, and will cause each of its Subsidiaries to keep, its property insured in favor of the Collateral Agent, and all policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Borrower or its Subsidiaries (other than employee benefit insurance))
(i) shall deliver be endorsed to the Agent Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent, the Agent and each Bank as an additional insured) with respect to all “All Risk” physical damage Collateral, (ii) shall state that such insurance policies on all of shall not be cancelled or revised without 30 days' prior written notice thereof by the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming respective insurer to the Collateral Agent as lender loss payee, and (yiii) to all general liability and umbrella liability policies naming shall be deposited with the Agent for Collateral Agent. If the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain insure its property in accordance with this Section 8.03, or maintain if the Borrower or any of the its Subsidiaries shall fail to endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums the Borrower jointly 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 Obligationsseverally agrees, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent prompt written notice of any casualty or other insured damage to any material portion of reimburse the Collateral or the commencement Agent for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Moovies Inc)
Maintenance of Property; Insurance. (a) Keep all material property useful and necessary in its the business of the Loan Parties, taken as a whole, in good working order and condition condition; use commercially reasonable efforts to (ordinary wear and tear and insured losses excepted); i) maintain with insurance (including companies insurance against claims and liabilities arising out on, or self insure, all property material to the business of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses 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, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information in reasonable detail as to the insurance carried. The Borrower shall deliver to carried and (ii) ensure that at all times following the 2021 Amendment Effective Date, the Administrative Agent for the benefit of the Holders of Secured Obligations endorsements (x) Parties, shall be named as additional insured with respect to all “All Risk” physical damage insurance policies on all liability policies, and the Collateral Agent, for the benefit of the Credit Secured Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent , shall be named as lender loss payee, and (y) if applicable, mortgagee with respect to all general liability property insurance, maintained by the Borrower and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations any Subsidiary Guarantor; provided that, unless 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 hereundershall have occurred and be continuing, may at any time or times thereafter (but shall be 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 Collateral Agent shall constitute part turn over to the Borrower any amounts received by it as lender loss payee and, if applicable, mortgagee under any such property insurance maintained by such Loan Parties, the disposition of such amounts to be subject to the Secured Obligationsprovisions of subsection 3.4(d) to the extent applicable, payable as provided in this Agreement. 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.
(i) The Borrower applicable Loan Party promptly shall comply with (x) will furnish to the Agent prompt written notice all provisions 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 proceedingeach such insurance policy, and (y) will ensure all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Loan Party shall not 129 [[5629054]] use or permit the use of such property in any manner that would reasonably be expected to result in the Net Cash Proceeds cancellation of any such event insurance policy or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant to clause (whether a) of this subsection 6.5.
(ii) If any such Loan Party is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which would reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon 10 days’ written notice to the Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which such Loan Party had insured such property, and pay the premium or premiums therefore, and the Borrower shall pay or cause to be paid to the Administrative Agent on demand such premium or premiums so paid by the Administrative Agent with interest from the time of payment at a rate per annum equal to 2.00%.
(iii) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $15.0 million the Borrower shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection with any damage or casualty to any such property shall be applied in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied manner specified 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 consistent with prudent business practicesubsection 6.5(a).
Appears in 1 contract
Samples: Credit Agreement (Frontdoor, Inc.)
Maintenance of Property; Insurance. Keep (a) Holdings will, and will cause each of its Subsidiaries to, (i) keep all material property useful necessary to the business of Holdings and necessary in its business Subsidiaries in good working order and condition (condition, ordinary wear and tear excepted and insured losses excepted); subject to the occurrence of casualty events, (ii) maintain with financially sound and reputable insurance (including companies insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least on all such amounts property and against at least all such risks as are usually insured against is consistent and in the same general area by accordance with industry practice for companies similarly situated owning similar properties and engaged in the same or a similar business; businesses as Holdings and its Subsidiaries, and (iii) furnish to the AgentPayee, on the Closing Date and promptly after the Agent’s upon its request thereafter (to be made no more frequently than annually)therefor, full information as to the insurance carried. Such insurance shall include physical damage insurance on all real and personal property, including, without limitation, on Oil and Gas Properties (whether now owned or hereafter acquired) on an all risk basis. The Borrower provisions of this Section 7.03 shall deliver be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
(b) Holdings will, and will cause each of its Subsidiaries to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings and/or such Subsidiaries) (i) shall be endorsed to the Agent Collateral Agent’s satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be canceled without at least 30 days’ prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Credit Parties’ tangible personal property Collateral Agent and assets and business interruption insurance policies naming the Agent as lender loss payeeother Secured Creditors, and (yiv) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Collateral Agent.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain insurance in accordance with this Section 7.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Payee shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure 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 Agent 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 proceedinginsurance, and (y) will ensure that the Net Cash Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit Agreement Holdings and the Security Agreement. Notwithstanding any provision Payer jointly and severally agree to reimburse the Payee for all costs and expenses 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 consistent with prudent business practiceprocuring such insurance.
Appears in 1 contract
Samples: Reimbursement Agreement (Endeavour International Corp)
Maintenance of Property; Insurance. Keep (i) Keep, and cause each of its Subsidiaries to keep, all material property (including, but not limited to, equipment) useful and necessary in its business in good working order and condition (ordinary condition, normal wear and tear and insured losses damage by casualty excepted, and subject to Section 8.4(b); , (ii) maintain, and shall cause each of its Subsidiaries to maintain insurance (including insurance against claims and liabilities arising out of the 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 business against at least such risks as are usually loss or damage of the 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 business; business 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 Agenteach Lender, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)on each anniversary thereof, full information as to the insurance carried. The Borrower All insurance policies or certificates (or certified copies thereof) with respect to such insurance (A) shall deliver be endorsed to the Agent Agent's reasonable satisfaction for the benefit of the Holders of Secured Obligations endorsements Agent and Lenders (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 including, without limitation, by naming the Agent as lender loss payeepayee or additional insured, as appropriate); and (yB) shall state that such insurance policy shall not be cancelled or revised without thirty days' prior to all general liability and umbrella liability policies naming written notice thereof by the Agent for insurer to the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisionsAgent. In the event At any Credit Party time that insurance at levels described in Schedule 7.8 is not being maintained by Borrower or any of its Subsidiaries Subsidiaries, Borrower will notify the Lenders in writing within five Business Days thereof and, if thereafter notified by Agent or the Required Lenders to do so, Borrower or any such Subsidiary, as the case may be, shall obtain insurance at any time or times hereafter such levels at least equal to those set forth on Schedule 7.8. The provisions of this Section 7.8 shall fail be deemed to obtain or maintain be supplemental to, but not duplicative of, the provisions of any of the policies Security Documents that require the maintenance 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 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 Agent 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 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule VI sets forth a true and complete listing of all material insurance maintained by Holdings, the Borrower and their respective Subsidiaries as of the Restatement Effective Date. Holdings and the Borrower will, and will cause each of their respective Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses loss or damage by casualty or condemnation excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the Agent requirements of the immediately preceding sentence, Holdings and the Borrower will at all times cause insurance of the types described in Schedule VI to be maintained (with the same scope of coverage as that described in Schedule VI) at levels which are at least as great as the respective amount described opposite the respective type of insurance on Schedule VI under the column headed "Minimum Amount Required to be Maintained".
(b) Holdings and the Borrower will, and will cause their respective Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by Holdings, the Borrower or any of their respective Subsidiaries) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming Collateral Agent with respect to hazard liability insurance, (v) shall, except in the Agent as lender loss payeecase of public liability insurance, and provide that any losses shall be payable notwithstanding (yA) to all general liability and umbrella liability policies naming any act or neglect of Holdings, the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Borrower or any of its their respective Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as are customary, (C) any foreclosure or other proceeding relating to the insured properties or (D) any change in the title to or ownership or possession of the insured properties and (vi) shall be deposited with the Collateral Agent.
(c) If Holdings, the Borrower or any of their respective Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if Holdings, the Borrower or any of the their respective Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Administrative Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation), upon thirty days advance notice 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 Agent 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 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 contraryHoldings, the Borrower or any of their respective Subsidiaries, as the case may be, to procure such insurance 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 agrees to reimburse the Administrative Agent or applicable Subsidiary operates the Collateral Agent as the case may be, for all costs and to the extent consistent with prudent business practiceexpenses of procuring such insurance.
Appears in 1 contract
Maintenance of Property; Insurance. Keep (a) Schedule V sets forth a true and complete listing of all material insurance maintained by Holdings, and its Subsidiaries as of the Second Restatement Effective Date. Holdings will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); , (ii) maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to on all its properties and businesses property in at least such amounts and against at least such risks as are usually insured against is consistent and in the same general area by companies engaged in the same or a similar business; accordance with industry practice and (iii) furnish to the Agenteach Bank, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. The Borrower shall deliver In addition to the Agent requirements of the immediately preceding sentence, Holdings and the Borrower will at all times cause insurance of the types described in Schedule V to be maintained (with the same scope of coverage as that described in Schedule V) at levels which are at least as great as the respective amount described opposite the respective type of insurance on Schedule V under the column headed "Minimum to be Maintained. "
(b) Holdings will, and will cause its Subsidiaries to, at all times keep their respective property insured in favor of the Collateral Agent, and all policies or
(i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Holders of Secured Obligations endorsements Collateral Agent (xincluding, without limitation, by naming the Collateral Agent as loss payee or as an additional insured), (ii) to all “All Risk” physical damage shall state that such insurance policies on shall not be cancelled without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the Secured Creditors, (iv) shall contain the standard non-contributory mortgagee clause endorsement in favor of the Credit Parties’ tangible personal Collateral Agent with respect to hazard insurance coverage, (v) shall, except in the case of public liability insurance and workers' compensation insurance, provide that any losses shall be payable notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries, (B) the occupation or use of the properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and assets and business interruption insurance policies naming in such amounts as are customary, (C) any foreclosure or other proceeding relating to the Agent as lender loss payee, insured properties if such coverage is available at commercially reasonable rates or (D) any change in the title to or ownership or possession of the insured properties if such coverage is available at commercially reasonable rates and (yvi) to all general liability and umbrella liability policies naming shall be deposited with the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party Collateral Agent.
(c) If Holdings or any of its Subsidiaries at any time or times hereafter shall fail to obtain maintain all insurance in accordance with this Section 8.03, or maintain if Holdings or any of the its Subsidiaries shall fail to so endorse and deposit all policies of insurance required herein or to pay any premium in whole or in part relating certificates with respect thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter Managing Agent and/or the Collateral Agent shall have the right (but shall be under no obligation obligation) to do so) obtain and maintain procure such policies of insurance and pay such premiums and take any other action with respect thereto which the Borrower agrees to reimburse the Managing 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 Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or Agent as the commencement case may be, for all costs and expenses 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 procuring such event (whether in 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 consistent with prudent business practiceinsurance.
Appears in 1 contract
Samples: Credit Agreement (Chancellor Radio Broadcasting Co)
Maintenance of Property; Insurance. Keep The Borrower shall, and shall cause each of its Subsidiaries to, keep all material property Property useful and or necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); maintain with financially sound and reputable insurance (including companies or associations insurance against claims and liabilities arising out on such of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses Property in at least such amounts and against at least such risks 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 promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information as to the insurance carried. All such policies of insurance on the property of the Borrower and the Subsidiaries shall contain an endorsement, in form and substance reasonably satisfactory to the Administrative Agent in its sole discretion, showing the Administrative Agent, on behalf of the Lenders, as additional insured or loss payee, as appropriate, or as its interests appear. Such endorsement, or an independent instrument furnished to the Administrative Agent, shall provide that the insurance companies will endeavor to give the Administrative Agent at least 30 days' prior written notice before any such 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 recognized as adequate by the Administrative 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 and its Subsidiaries shall deliver to the Administrative Agent for insurance certificates certified by the benefit Borrower's or such Subsidiary's insurance brokers, as to the existence and effectiveness 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, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations 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 under no obligation to do so) obtain and maintain such policies each policy of insurance and pay such evidence of payment of all premiums then due and take any other action with respect thereto which payable therefor. In addition, the Borrower shall notify the Administrative 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 Agent prompt written notice promptly of any casualty or other insured damage to any occurrence causing a material portion of the Collateral or the commencement loss 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 the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit Agreement insured Property and the Security Agreementestimated (or actual, if available) amount of such loss. Notwithstanding any provision of the foregoing to the contraryFurther, the Borrower and its Subsidiaries may self-insure shall maintain all insurance required under the other Loan Documents.
(i) Each policy for liability insurance shall provide for all losses to be paid on behalf of the same extent as other companies engaged in similar businesses Administrative Agent and owning similar properties in the same general areas that the Borrower or applicable its Subsidiary operates (as the case may be), as their respective interests may appear, and each policy for property damage insurance shall, to the extent consistent with prudent business practiceapplicable to equipment and inventory, provide for all losses (except for losses of less than $1,000,000 per occurrence, which may be paid directly to the Borrower or such Subsidiary (as applicable)) to be paid directly to the Administrative Agent.
(ii) Reimbursement under any liability insurance maintained by the Borrower or its Subsidiaries pursuant to this Section 5.5 may be paid directly to the Person who shall have incurred liability covered by such insurance. In the case of any loss involving damage to equipment or inventory as to which clause (iii) of this Section 5.5 is not applicable, the Borrower will make or cause to be made the necessary repairs to or replacements of such equipment or inventory, and any proceeds of insurance maintained by the Borrower or its Subsidiaries pursuant to this Section 5.5 shall be paid by the Administrative Agent to the Borrower, upon presentation of invoices and other evidence of obligations, as reimbursement for the costs of such repairs or replacements.
(iii) Upon the occurrence and during the continuance of a Default, all insurance proceeds in respect of such equipment or inventory shall be paid to the Administrative Agent and applied in repayment of the Loans on a pro rata basis. Any repayment of Revolving Loans shall also result in a reduction of the Revolving Loan Commitments by such amount.
Appears in 1 contract
Maintenance of Property; Insurance. Keep The Servicer will (i) keep all material property and assets useful and necessary in its business as Servicer in good working order and condition (ordinary normal wear and tear and insured losses excepted); maintain , (ii) maintain, with financially sound and reputable insurance (including companies, insurance against claims on all its property and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to assets necessary in its properties and businesses business as Servicer in at least such amounts and against at least such risks (and with such risk retention) in the 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 AgentTrustee, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually)upon written request, full information 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 (v) forthwith, furnish the Trustee with notice of any cancellation or nonrenewal of coverage by the Servicer. The Borrower shall deliver Servicer will (A) maintain disaster recovery systems and other information management systems that, 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 Agent for the benefit of the Holders of Secured Obligations endorsements Trustee (x) full information as 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, such disaster recovery systems and (y) to all general liability back-up computer operating systems and umbrella liability policies naming the Agent applications software used for the benefit 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 holders of Secured Obligations an additional insured pursuant a majority of the Invested Amount, or the related Commitments, of any Class) request, and the Servicer shall provide to standard mortgagee provisionsthe Trustee, copies of back-up data regarding the Receivables, such data to be provided with such frequency as designated by the Trustee. In the event any Credit Party or any of The Servicer shall use its Subsidiaries at any time or times hereafter shall fail 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 Ferren & Long Company or maintain any such other back-up provider shall provide cxxxxx of back-up data to the Trustee at such times as specified in the preceding sentence. The Transferor and the Servicer hereby represent and warrant that, upon delivery by the Servicer of the policies Receivables Software, the Licensed Names and the back-up data specified in the proviso to the second preceding sentence of insurance required herein this Section 8.8, and assuming that the 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 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 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 permit orderly collection of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to Receivables without the Agent prompt written notice of any casualty or other insured damage to any material portion participation 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 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 consistent with prudent business practiceServicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Apparel Retailers Inc)