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

Insurance of Collateral; Condemnation Proceeds. (a) (1) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A+, unless otherwise approved by Agent) consistent with past practices. Proceeds under each policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Party Agent). (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent and its successors as lender’s loss payee, as its interests may appear; (ii) requiring at least thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, Agent may in consultation with the Loan Party Agent, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Loan Party Agent agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim relating to the ABL Collateral, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as specified in the first sentence of this clause (a)(1)). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims in excess of $500,000 in the aggregate related to the ABL Collateral. 121

Insurance of Collateral; Condemnation Proceeds. (a) (1i) Each Loan Credit Party shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best’s Financial Strength Rating such insurance companies as are reasonably satisfactory to Agent. Schedule 7.1.2 describes all insurance of at least A+, unless Credit Parties in effect on the date hereof. Unless otherwise approved agreed by Agent) consistent with past practices. Proceeds , all proceeds payable under each such policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Obligations. Each Credit Party Agent). (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless such policies to Agent shall agree otherwisewith satisfactory lender's loss payable endorsements reasonably satisfactory to Agent, each policy shall include satisfactory endorsements (i) showing naming Agent and its successors as lender’s sole loss payee, assignee or additional insured, as its interests may appear; (ii) appropriate. Each policy of insurance for which Agent is an additional insured or loss payee shall contain a clause requiring at least thirty (30) the insurer to give not less than 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Credit Party or the owner of the property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Credit Party fails to provide and pay for any such insurance, Agent may in consultation with the Loan Party Agentmay, at its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Loan Each Credit Party Agent agrees to deliver to Agent, promptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Credit Party shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance claim relating to maintained by each Credit Party provided that all proceeds thereof are applied in the ABL Collateral, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as manner specified in the first sentence this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of this clause (a)(1))any such claim. If At any time that an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims such claims, Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in excess of $500,000 in this Agreement and the aggregate related to the ABL Collateral. 121other Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (a) (1) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A+, unless otherwise approved by Agent) consistent with past practices. Proceeds under each policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Party Agent). (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent and its successors as lender’s loss payee, as its interests may appear; (ii) requiring at least thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, Agent may in consultation with the Loan Party Agent, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Loan Party Agent agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim relating to the ABL Collateral, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as specified in the first sentence of this clause (a)(1)). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims in excess of $500,000 in the aggregate related to the ABL Collateral. 121.

Insurance of Collateral; Condemnation Proceeds. (a) (1) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A+, unless otherwise approved by Agent) consistent with past practices. Proceeds under each policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Party Agent). (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent and its successors as lender’s loss payee, as its interests may appear; (ii) requiring at least thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, Agent may in consultation with the Loan Party Agent, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Loan Party Agent agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim relating to the ABL Collateral, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as specified in the first sentence of this clause (a)(1)). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims in excess of $500,000 in the aggregate related to the ABL Collateral. 121126

Insurance of Collateral; Condemnation Proceeds. (a) (1i) Each Loan Credit Party shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best’s Financial Strength Rating such insurance companies as are reasonably satisfactory to Agent. Schedule 7.1.2 describes all insurance of at least A+, unless Credit Parties in effect on the date hereof. Unless otherwise approved agreed by Agent) consistent with past practices. Proceeds , all proceeds payable under each such policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Obligations. Each Credit Party Agent). (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless such policies to Agent shall agree otherwise, each policy shall include with satisfactory endorsements (i) showing Agent and its successors as lender’s loss payable endorsements reasonably satisfactory to Agent, naming Agent as sole loss payee, assignee or additional insured, as its interests may appear; (ii) appropriate. Each policy of insurance for which Agent is an additional insured or loss payee shall contain a clause requiring at least thirty (30) the insurer to give not less than 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Credit Party or the owner of the property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Credit Party fails to provide and pay for any such insurance, Agent may in consultation with the Loan Party Agentmay, at its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Loan Each Credit Party Agent agrees to deliver to Agent, promptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Credit Party shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance claim relating to maintained by each Credit Party provided that all proceeds thereof are applied in the ABL Collateral, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as manner specified in the first sentence this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of this clause (a)(1))any such claim. If At any time that an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims such claims, Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in excess of $500,000 in this Agreement and the aggregate related to the ABL Collateral. 121other DIP Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (a) (1) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A+, unless otherwise approved by Agent) consistent with past practices. Proceeds under each policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Priority Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Party Agent). (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent and its successors as lender’s loss payee, as its interests may appear; (ii) requiring at least thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, Agent may in consultation with the Loan Party Agent, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Loan Party Agent agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim relating to the ABL Priority Collateral, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as specified in the first sentence of this clause (a)(1)). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims in excess of $500,000 in the aggregate related to the ABL Priority Collateral. 121.

Insurance of Collateral; Condemnation Proceeds. (a) (1) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood mischief and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating Best rating of at least A+A-, unless otherwise approved by Agent) consistent Agent in its discretion); provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with past practicesall Flood Laws or shall otherwise be satisfactory to all Lenders. Proceeds under each policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Party Agent). (2) From time to time upon request, Loan Party Agent Borrowers shall deliver to Agent the originals or certified copies of its insurance policiespolicies and, if Real Estate secures any Obligations, updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent and its successors as lender’s loss payee, as its interests may appear; (ii) requiring at least thirty 30 days (30or 10 days in the case of cancellation for non-payment) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) to the extent available from such insurer, specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the propertyProperty, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for any insurance, Agent may may, in consultation with the Loan Party Agent, but shall not be required toits Permitted Discretion, procure the insurance and charge the Loan Parties Borrowers therefor. Loan Party Agent Each Borrower agrees to deliver to Agent, 133315237_8 promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claim relating to the ABL Collateralclaim, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as specified in the first sentence of this clause (a)(1))Agent. If an Event of Default exists, unless Agent otherwise agrees, only Agent shall be authorized to may settle, adjust and compromise claims in excess of $500,000 in the aggregate related to the ABL Collateral. 121such claims.

Insurance of Collateral; Condemnation Proceeds. (a) (1) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Best Rating of at least A+A7, unless otherwise approved by Agent) consistent with past practicesreasonably satisfactory to Agent. Proceeds under each policy in excess of $10,000,000 5,000,000 per claim, to the extent arising out of the ABL Collateral, claim shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iiiii) so long as no Default in accordance with Section 5.5 or Event 5.6, if applicable) to the extent arising out of Default has occurred and is continuing, for payment to Loan Party Agent)the ABL Priority Collateral. (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent and its successors as lender’s loss payee, as its interests may appear; (ii) requiring at least thirty (30) days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the propertyProperty, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, Agent may in consultation with the Loan Party Agent, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Loan Party Agent agrees to deliver to Agent, promptly as rendered, copies of all material reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim relating to the ABL Priority Collateral, as long as the proceeds in excess of $10,000,000 5,000,000 per claim are delivered to Agent (for application by Agent as specified (i) to payment of the Revolver Loans of the applicable Borrower or (ii) in the first sentence of this clause (a)(1)accordance with Section 5.5 or 5.6, if applicable). If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims in excess of $500,000 in the aggregate related to the ABL Priority Collateral. 121.

Insurance of Collateral; Condemnation Proceeds. (a) (1i) Each Loan Credit Party shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, risks in amounts, with endorsements such amounts and with insurers (with a Best’s Financial Strength Rating such insurance companies as are reasonably satisfactory to Agent. Schedule 7.1.2 describes all insurance of at least A+, unless Credit Parties in effect on the date hereof. Unless otherwise approved agreed by Agent) consistent with past practices. Proceeds , all proceeds payable under each such policy in excess of $10,000,000 per claim, to the extent arising out of the ABL Collateral, shall be payable to Agent (for application by Agent (i) in accordance with Section 5.5 or 5.6, if applicable, (ii) if a Default has occurred and is continuing, to payment of the Revolver Loans of the applicable Borrower or (iii) so long as no Default or Event of Default has occurred and is continuing, for payment to Loan Obligations. Each Credit Party Agent). (2) From time to time upon request, Loan Party Agent shall deliver to Agent the originals or certified copies of its insurance policies. Unless such policies to Agent shall agree otherwise, each policy shall include with satisfactory endorsements (i) showing Agent and its successors as lender’s loss payable endorsements reasonably satisfactory to Agent, naming Agent as sole loss payee, assignee or additional insured, as its interests may appear; (ii) appropriate. Each policy of insurance for which Agent is an additional insured or loss payee shall contain a clause requiring at least thirty (30) the insurer to give not less than 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Loan Credit Party or the owner of the property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Credit Party fails to provide and pay for any such insurance, Agent may in consultation with the Loan Party Agentmay, at its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Loan Each Credit Party Agent agrees to deliver to Agent, promptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Credit Party shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance claim relating to maintained by each Credit Party provided that all proceeds thereof are applied in the ABL Collateral, as long as the proceeds in excess of $10,000,000 per claim are delivered to Agent (for application by Agent as manner specified in the first sentence this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of this clause (a)(1))any such claim. If At any time that an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise claims such claims, Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in excess of $500,000 in this Agreement and the aggregate related to the ABL Collateral. 121other Loan Documents.