Common use of Protection of Collateral Agent’s Security Clause in Contracts

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) ); (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent as an additional insured and loss payee) and insured); (ii) shall state that such insurance policies shall not be cancelled or materially revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent and in the manner provided in required by the Credit Agreement; Agreement against fire, theft and all other risks to which such Collateral may be subject. All policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and ), (ii) shall state that such insurance policies shall not be cancelled or revised without at least 30 days' prior written notice thereof (or at least 10 days prior written notice days' in the case of nonpayment of premium) prior written notice thereof by the insurer to the Collateral Agent; Agent and certified copies of such policies or certificates (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after an Event of Default in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right following reasonable prior written notice to such Assignor (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will ----------------------------------------- do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's ’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentSecured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor The Pledgor ----------------------------------------- will not do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor The Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignorthe Pledgor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor the Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor the Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to the Pledgor, to procure such insurance and such Assignor the Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Credit Agreement. Each Assignor The Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor the Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Pledgor unless such Assignorloss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such AssignorPledgor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Credit Agreement. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent and in the manner provided in required by the Credit Agreement; copies of all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's ’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and the Collateral Agent and the other relevant Secured Creditors as additional insured and loss payee) and insureds), (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' prior written notice thereof ’ (or at least 10 days prior written notice days’ in the case of nonpayment of premium) prior written notice thereof by the insurer to the Collateral Agent; Agent and certified copies of such policies or certificates (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after a Noticed Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Noticed Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor Debtor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor Debtor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's Debtor’s own expense to the extent and in the manner provided herein and in the other Credit Agreement; all Documents. All policies or certificates with respect to such material insurance (and any other material insurance maintained by such AssignorDebtor) shall (i) shall be endorsed to the Collateral Agent's ’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as mortgagee and/or lender loss payable and naming each of the Lenders and the Collateral Agent as additional insured and loss payee) and insureds); (ii) shall state that such insurance policies shall not be cancelled canceled or materially revised without 30 days' ’ prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and (iii) be delivered (or certified copies of such policies or certificates shall be deposited with delivered) to the Collateral AgentAgent to the extent, at the times and in the manner specified in the Credit Documents. If any Assignor Debtor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor Debtor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor Debtor pursuant to the Credit AgreementDocuments, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured CreditorsParties, apply such proceeds in accordance with Section 7.4 hereofthe Credit Agreement. Each Assignor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Debtor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorDebtor.

Protection of Collateral Agent’s Security. Each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's Pledgor’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentIndenture. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Col- lateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Indenture. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) ); (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Banks, the Agent and the Collateral Agent as additional insured and loss payee) and insureds); (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and -and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance (other than employee benefit insurance) maintained by such Assignor) ): (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Banks, the Agent and the Collateral Agent as additional insured and loss payee) insureds); and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to All proceeds of any insurance shall be retained by deposited in the relevant Assignor Cash Collateral Account pending application thereof pursuant to the Credit Agreement, the Agreement or pursuant hereto. The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will ----------------------------------------- do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled canceled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's Pledgor’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentIndenture. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Indenture. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's ’s own expense expense, to the extent and in the manner provided in the Bank Credit Agreement; all . All policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) ): (i) shall be endorsed to the Collateral Agent's reasonable ’s satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent as an additional insured and loss payee) and insured); (ii) shall state that such insurance policies shall not be cancelled canceled or revised without 30 days' ’ prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates (iii) shall be deposited with the Collateral AgentAgent to the extent, at the times and in the manner specified in the Bank Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreementterms of the respective Secured Debt Agreements, the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with the terms of the Bank Credit Agreement, or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 9.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor Debtor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor Debtor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's Debtor’s own expense to the extent and in the manner provided herein and in the Credit Agreement; all Secured Obligation Agreements. All policies or certificates with respect to such material insurance (and any other material insurance maintained by such AssignorDebtor) shall (i) shall be endorsed to the Collateral Agent's ’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Lenders, the Collateral Agent and the Collateral Agent as additional insured and loss payee) and insureds); (ii) shall state that such insurance policies shall not be cancelled canceled or materially revised without 30 days' ’ prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and (iii) be delivered (or certified copies of such policies or certificates shall be deposited delivered) with the Collateral AgentAgent to the extent, at the times and in the manner specified in the Secured Obligation Agreements. If any Assignor Debtor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor Debtor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor Debtor pursuant to the Credit AgreementSecured Obligation Agreements, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured CreditorsParties, apply such proceeds in accordance with Section 7.4 hereofthe Credit Agreement. Each Assignor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Debtor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorDebtor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all Agreement and the other Credit Documents. All policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Lenders, the Administrative Agent and the Collateral Agent as additional insured and loss payee) and insureds); (ii) shall state that such insurance policies shall not be cancelled canceled or revised without 30 days' prior written notice thereof (or at least 10 days prior written notice days' in the case of nonpayment of any premium) prior written notice thereof by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral AgentAgent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement, or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair On a continuing basis, Pledgor shall, at its sole cost and expense, make, execute, acknowledge and deliver, and file and record in the rights of the proper filing and recording offices, all such instruments or documents, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as may reasonably be deemed necessary by Collateral Agent to carry out the intent and purposes of this Agreement, to assure and confirm to Collateral Agent the grant or perfection of a first priority security interest in the Pledged Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Secured Parties, and to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, Pledgor (i) will not enter into any agreement that would impair or conflict with Pledgor's obligations hereunder; (ii) will, from time to time, upon Collateral Agent's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as Collateral Agent may reasonably specify and take or cause to be taken such other action and adopt such procedures as Collateral Agent may reasonably specify to give notice to or to perfect the security interest in the Pledged Collateral intended to be conveyed hereby; (iii) will, promptly following its becoming aware thereof, notify Collateral Agent of (A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, Trademark or Copyright, or (B) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding Pledgor's claim of ownership in or right to use any of the Pledged Collateral, its right to register the Pledged Collateral, or its right to keep and maintain such registration in full force and effect; (iv) will maintain and protect the Pledged Collateral necessary for the operation of Pledgor's business; (v) will not permit to lapse or become abandoned any Pledged Collateral necessary for the operation of Pledgor's business, and will not settle or compromise any pending or future litigation or administrative proceeding with respect to the Pledged Collateral necessary for the operation of Pledgor's business, in each case, without the consent of Collateral Agent (such consent not to be unreasonably withheld or delayed); (vi) upon Pledgor obtaining knowledge thereof, will promptly notify Collateral Agent in writing of any event which may reasonably be expected to adversely affect the value or utility of the Pledged Collateral or any portion thereof necessary for the operation of Pledgor's business, the ability of Pledgor or Collateral Agent to dispose of the Pledged Collateral or any portion thereof or the rights and remedies of Collateral Agent in relation thereto, including, without limitation, a levy or threat of levy or any legal process against the Pledged Collateral or any portion thereof; (vii) will not license the Pledged Collateral other than licenses entered into by naming Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially adversely affects the right to receive payments thereunder, in any manner that would materially impair the value of the Pledged Collateral or the Lien on the Pledged Collateral intended to be granted to Collateral Agent for the benefit of Secured Parties without the consent of Collateral Agent; (viii) until Collateral Agent exercises its rights to make collection, will diligently keep adequate records respecting the Pledged Collateral; (ix) will furnish to Collateral Agent from time to time statements and amended schedules further identifying and describing the Pledged Collateral and such other materials evidencing or reports pertaining to the Pledged Collateral as Collateral Agent may from time to time reasonably request, all in reasonable detail; (x) will pay when due any and all material taxes, levies, maintenance fees, charges, assessments, license fees and similar taxes or impositions payable in respect of each item of Pledged Collateral; and (xi) will comply with all material laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have a material adverse effect on the value or use of the Pledged Collateral or a material adverse effect on the Lien on the Pledged Collateral granted to the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignorhereunder.

Protection of Collateral Agent’s Security. Each Assignor will do nothing If Mortgagor fails to impair perform the rights covenants and agreements contained in xxxx Xxxxgage, or if any action or proceeding is commenced which affects the Mortgaged Property or title thereto or the interest of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of therein, including, but not limited to, eminent domain, or code enforcement, then the Collateral Agent, at such AssignorCollateral Agent's own expense option, may make such appearances, disburse such sums and take such action as the Collateral Agent deems necessary to protect Collateral Agent's interest herein, including, but not limited to, disbursement of attorneys' fees, payment, contest or compromise of any Lien which is prior to the extent Lien of this Mortgage, and in entry upon the manner provided Property to make repairs. Any amounts disbursed by the Collateral Agent pursuant to this Paragraph 8, with interest thereon, shall become a portion of the Secured Obligations. Unless Mortgagor and the Collateral Agent agree to other terms of payment, such amounts shall be payable upon notice from the Collateral Agent to Mortgagor requesting payment thereof and shall bear interest from the date of disbursement at the default rate payable on Prime Rate Loans (the "Default Rate") stated in the Credit Agreement; all policies or certificates with respect Agreement unless collection from Mortgagor of interest at such rate would be contrary to Applicable Law, in which event such insurance (and any other insurance maintained by such Assignor) (i) amounts shall bear interest at the highest rate which may be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agentcollected from Mortgagor under Applicable Law. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent Mortgagor shall have the right (but to prepay such amounts in whole or in part at any time. Nothing contained in this Paragraph 8 shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse require the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected incur any expense or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for do any reason whatsoever unavailable to such Assignoract.

Protection of Collateral Agent’s Security. Each The Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each The Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such the Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by such the Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and ), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; , (iii) shall provide that the respective insurers irrevocably waive any and certified copies all rights of such policies or certificates subrogation with respect to the Collateral Agent and the Secured Creditors and (iv) shall be deposited with the Collateral Agent. If any the Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any the Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such the Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof7.4. Each The Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such the Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.be

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit AgreementSecured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) ); (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the the Collateral Agent and the other Secured Creditors as additional insured and loss payee) and insureds); (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral AgentAgent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with the Credit Agreement (or, after the Credit Document Obligations Termination Date, in accordance with the instructions of the Required Secured Creditors), or after the Obligations have been accelerated or otherwise become due and payable, with Section 7.4 hereof8.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each No Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such the Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by such the Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and ), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; Agent (but only 10 days' prior written notice of cancellation for failure to make payments under such policies), (iii) shall provide that the respective insurers irrevocably waive any and certified copies all rights of such policies or certificates subrogation with respect to the Collateral Agent and the Secured Parties and (iv) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such the Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent hereunder shall, at the time such proceeds of such insurance are distributed to the Secured CreditorsCreditors hereunder, apply such proceeds in accordance with Section 7.4 hereof. If the Collateral Agent receives proceeds of insurance which are permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent will distribute such proceeds to such Assignor. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each No Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates or certified copies thereof with respect to such insurance (and any other insurance maintained by such each Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and ), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; , (iii) shall provide that the respective insurers irrevocably waive any and certified copies all rights of such policies or certificates subrogation with respect to the Collateral Agent and the Secured Creditors and (iv) and shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.in

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's ’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's ’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the the Collateral Agent and the other Secured Creditors as additional insured and loss payee) and insureds), (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' ’ prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; , and (iii) certified copies of such policies or certificates shall be deposited with the Collateral AgentAgent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with the Credit Agreement (or, after the Credit Document Obligations Termination Date, in accordance with the instructions of the Required Secured Creditors), or after the Obligations have been accelerated or otherwise become due and payable, with Section 7.4 hereof8.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral AgentAgent as an additional insured, loss payee and mortgagee, at such Assignor's ’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentSecured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the respective Secured Debt Agreements, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right upon provision of notice to the Borrower (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the Credit Document Obligations Termination Date, in accordance with the instructions of the Required Senior Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Except as otherwise permitted by the Secured Debt Agreements, no Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral AgentAgent as an additional insured, loss payee and mortgagee, at such Assignor's ’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentSecured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the respective Secured Debt Agreements, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right upon provision of notice to the Parent (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreement (or, after the First Lien Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the First Lien Obligations Termination Date, in accordance with the instructions of the Required Secured Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 7.5 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair Pledgors shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Collateral except to the extent such impairment Pledged Collateral. Pledgors shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its the Inventory and Equipment insured in favor of the insured, at Pledgors' own expense, to Collateral Agent's reasonable satisfaction against fire, at theft and all other risks to which the Pledged Collateral may be subject, in such Assignor's own expense amounts and with such deductibles as would be maintained by operators of businesses similar to the extent and in the manner provided in the Credit Agreement; all policies business of Pledgors or certificates as Collateral Agent may otherwise reasonably require. Each policy or certificate with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional ______________________________________ Footnote continued from previous page. named insured and sole loss payeepayee as Collateral Agent may request) and (ii) such policy or certificate shall be delivered to Collateral Agent. Each such policy or certificate shall state that such insurance policies shall policy cannot be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. At least 30 days prior to the expiration of any such policy of insurance, Pledgors shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgors shall fail to insure its Inventory and Equipment in accordance with the preceding sentencesuch Pledged Collateral to Collateral Agent's reasonable satisfaction, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to advance funds to procure or renew or extend such insurance and such Assignor agrees Pledgors agree to promptly reimburse the Collateral Agent for all costs and expenses of procuring thereof, with interest on all such insurance. Except as otherwise permitted to be retained by funds from the relevant Assignor pursuant to date advanced until paid in full at the highest rate then in effect under the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair On a continuing basis, Pledgor shall, at its sole cost and expense, make, execute, acknowledge and deliver, and file and record in the rights of the proper filing and recording offices, all such instruments or documents, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as may reasonably be deemed necessary by Collateral Agent to carry out the intent and purposes of this Agreement, to assure and confirm to Collateral Agent the grant or perfection of a first priority security interest in the Pledged Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Secured Parties, and to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, Pledgor (including, without limitation, by naming the Collateral Agent as additional insured and loss payeei) and will not enter into any agreement that would impair or conflict with Pledgor's obligations hereunder; (ii) shall state that will, from time to time, upon Collateral Agent's reasonable request, cause its books and records to be marked with such insurance policies shall not legends or segregated in such manner as Collateral Agent may reasonably specify and take or cause to be cancelled taken such other action and adopt such procedures as Collateral Agent may reasonably specify to give notice to or revised without 30 days' prior written notice thereof (or 10 days prior written notice to perfect the security interest in the case Pledged Collateral intended to be conveyed hereby; (iii) will, promptly following its becoming aware thereof, notify Collateral Agent of nonpayment of premium(A) by any adverse determination in any proceeding in the insurer United States Patent and Trademark Office or the United States Copyright Office with respect to the Collateral Agent; and certified copies of such policies any Patent, Trademark or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceCopyright, or if (B) the institution of any Assignor shall fail proceeding or any adverse determination in any Federal, state or local court or administrative body regarding Pledgor's claim of ownership in or right to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason use any of the fact that Pledged Collateral, its right to register the Pledged Collateral, or its right to keep and maintain such registration in full force and effect; (iv) will maintain and protect the Pledged Collateral may be lostnecessary for the operation of Pledgor's business; DRAFT: March 21, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.1997 8:48AM H:\WPCDOCS\1186\141501

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit AgreementSecured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming name the Collateral Agent as additional insured and loss payee) payee as its respective interest may appear and (ii) shall state that such insurance policies shall not be cancelled or revised materially changed without at least 30 days' prior written notice thereof (or 10 days days' prior written notice thereof in the case of nonpayment non-payment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates with respect thereto shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse name the Collateral Agent as additional insured and loss payee or deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as to the extent otherwise permitted to be retained by the relevant such Assignor or applied by such Assignor pursuant to the Credit Agreementterms of the Secured Debt Agreements, the Collateral Agent shall, at the time such any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 5.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor ----------------------------------------- will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever what soever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit AgreementSecured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming name the Collateral Agent as additional insured and loss payee) payee as its respective interest may appear and (ii) shall state that such insurance policies shall not be cancelled or revised materially changed without at least 30 days' prior written notice thereof (or 10 days days' prior written notice thereof in the case of nonpayment non- payment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates with respect thereto shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse name the Collateral Agent as additional insured and loss payee or deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as to the extent otherwise permitted to be retained by the relevant such Assignor or applied by such Assignor pursuant to the Credit Agreementterms of the Secured Debt Agreements, the Collateral Agent shall, at the time such any proceeds of such insurance are distributed dis-tributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof5.4 hereof and in accordance with the Credit Agreement. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Except as otherwise permitted by the Secured Debt Agreements, no Assignor will do nothing anything to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral AgentAgent as an additional insured, loss payee and mortgagee, at such Assignor's ’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentSecured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the respective Secured Debt Agreements, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right upon provision of notice to the Parent (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreement (or, after the First Lien Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the First Lien Obligations Termination Date, in accordance with the instructions of the Required Senior Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 7.5 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's ’s own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentSecured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentenceterms of the Credit Agreement, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreement (or, after the Credit Document Obligations Termination Date, any other Secured Debt Agreement), the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with the Credit Agreement (or, after the Credit Document Obligations Termination Date, in accordance with the instructions of the Required Senior Creditors), or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor No Pledgor will do nothing anything to impair in any material respect the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor Pledgor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such AssignorPledgor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentIndenture. If any Assignor such Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor such Pledgor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior notice to such Pledgor, to procure such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofor as otherwise provided in the Indenture. Each Assignor Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorPledgor unless such loss or damage is finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially reasonable manner.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without at least 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent and in the manner provided in required by the Credit AgreementAgreement against fire, theft and all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Lenders, the Agents and the Collateral Agent as additional insured and loss payeeinsureds) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by Upon the relevant Assignor pursuant to occurrence and during the continuance of an Event of Default (or a Default under Section 9.1(a) or (e) of the Credit Agreement), the Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed required to the Secured Creditors, apply such proceeds be maintained pursuant to this Section 6.1 in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair On a continuing ----------------------------------------- basis, Pledgor shall, at its sole cost and expense, make, execute, acknowledge and deliver, and file and record in the rights of the proper filing and recording offices, all such instruments or documents, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as may reasonably be deemed necessary by Collateral Agent to carry out the intent and purposes of this Agreement, to assure and confirm to Collateral Agent the grant or perfection of a first priority security interest in the Pledged Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Secured Parties, and to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, Pledgor (i) will not enter into any agreement that would impair or conflict with Pledgor's obligations hereunder; (ii) will, from time to time, upon Collateral Agent's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as Collateral Agent may reasonably specify and take or cause to be taken such other action and adopt such procedures as Collateral Agent may reasonably specify to give notice to or to perfect the security interest in the Pledged Collateral intended to be conveyed hereby; (iii) will, promptly following its becoming aware thereof, notify Collateral Agent of (A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, Trademark or Copyright, or (B) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding Pledgor's claim of ownership in or right to use any of the Pledged Collateral, its right to register the Pledged Collateral, or its right to keep and maintain such registration in full force and effect; (iv) will maintain and protect the Pledged Collateral necessary for the operation of Pledgor's business; (v) will not permit to lapse or become abandoned any Pledged Collateral necessary for the operation of Pledgor's business, and will not settle or compromise any pending or future litigation or administrative proceeding with respect to the Pledged Collateral necessary for the operation of Pledgor's business, in each case, without the consent of Collateral Agent (such consent not to be unreasonably withheld or delayed); (vi) upon Pledgor obtaining knowledge thereof, will promptly notify Collateral Agent in writing of any event which may reasonably be expected to adversely affect the value or utility of the Pledged Collateral or any portion thereof necessary for the operation of Pledgor's business, the ability of Pledgor or Collateral Agent to dispose of the Pledged Collateral or any portion thereof or the rights and remedies of Collateral Agent in relation thereto, including, without limitation, a levy or threat of levy or any legal process against the Pledged Collateral or any portion thereof; (vii) will not license the Pledged Collateral other than licenses entered into by naming Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially adversely affects the right to receive payments thereunder, in any manner that would materially impair the value of the Pledged Collateral or the Lien on the Pledged Collateral intended to be granted to Collateral Agent for the benefit of Secured Parties without the consent of Collateral Agent; (viii) until Collateral Agent exercises its rights to make collection, will diligently keep adequate records respecting the Pledged Collateral; (ix) will furnish to Collateral Agent from time to time statements and amended schedules further identifying and describing the Pledged Collateral and such other materials evidencing or reports pertaining to the Pledged Collateral as Collateral Agent may from time to time reasonably request, all in reasonable detail; (x) will pay when due any and all material taxes, levies, maintenance fees, charges, assessments, license fees and similar taxes or impositions payable in respect of each item of Pledged Collateral; and (xi) will comply with all material laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have a material adverse effect on the value or use of the Pledged Collateral or a material adverse effect on the Lien on the Pledged Collateral granted to the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignorhereunder.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and or loss payee) and ), (ii) shall state that such insurance policies shall not be bee cancelled or revised without at least 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; Agent and certified copies (iii) shall provide that the respective insurers irrevocably waive any and all rights of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates subrogation with respect thereto, to the Collateral Agent shall have and the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insuranceSecured Creditors. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will ----------------------------------------- do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured insurance in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent and in the manner provided in required by the Credit AgreementAgreement against fee, theft and all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice copies thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with delivered upon request to the Collateral Agent. If any an Assignor shall fail to insure its such Inventory and and/or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any such Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such may apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofsection 7.4, it being understood and agreed that the Assignor shall be permitted to first use any such proceeds to repair and/or replace the relevant Collateral. Each Assignor assumes all liability Ability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) ); (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Banks, the Agent and the Collateral Agent as additional insured and loss payee) and insureds); (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and (iii) certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance (other than employee benefit insurance) maintained by such Assignor) ): (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Banks, the Agent and the Collateral Agent as additional insured and loss payee) insureds); and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted Unless the Agent shall have received the officer's certificate described in the first proviso to Section 4.02(A)(h) of the Credit Agreement, all proceeds of any insurance shall be retained by deposited in the relevant Assignor Cash Collateral Account pending application thereof pursuant to the Credit Agreement, the Agreement or pursuant hereto. The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof7.4. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit AgreementSecured Debt Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates with respect thereto shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Collateral except to the extent such impairment Pledged Collateral. Pledgor shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its the Inventory and Equipment insured in favor of the insured, at Pledgors' own expense, to Collateral Agent's satisfaction against fire, at theft and all other risks to which the Pledged Collateral may be subject, in such Assignor's own expense amounts and with such deductibles as would be maintained by operators of businesses similar to the extent and in the manner provided in the Credit Agreement; all policies business of Pledgor or certificates as Collateral Agent may otherwise reasonably require. Each policy or certificate with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional named insured and sole loss payeepayee as Collateral Agent may request) and (ii) such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that such insurance policies shall it cannot be cancelled or revised without 30 thirty (30) days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. At least thirty (30) days prior to the expiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory such Pledged Collateral to Collateral Agent's satisfaction or if Pledgor shall fail so to endorse and Equipment in accordance with the preceding sentencedeposit, or if any Assignor shall fail to so endorse and deposit extend or renew, all such insurance policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring thereof, with interest on all such insurance. Except as otherwise permitted to be retained by funds from the relevant Assignor pursuant to date advanced until paid in full at the highest rate then in effect under the Amended and Restated Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled canceled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent and in the manner provided in required by the Credit Agreement; . Copies of all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and or additional loss payee) and (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' prior written notice thereof (or at least 10 days prior written notice days' in the case of nonpayment of premium) prior written notice thereof by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after an Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors for the repair or replacement of the asset damaged). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and or loss payee) and ), (ii) shall state that such insurance policies shall not be cancelled or revised without at least 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; Agent (or such shorter period of time as a particular insurance company policy generally provides) and certified copies (iii) shall provide that the respective insurers irrevocably waive any and all rights of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates subrogation with respect thereto, to the Collateral Agent shall have and the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insuranceSecured Creditors. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof (it being understood that such insurance proceeds will be made available to the Borrower to the extent permitted by Section 4.02(f) of the Credit Agreement but otherwise such insurance proceeds shall be applied as set forth in Section 7.4 hereof). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral AgentSecured Debt Agreements. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise to the extent proceeds of insurance are permitted to be retained by the relevant Assignor pursuant to the terms of the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent and in the manner provided in required by the Credit Agreement; copies of all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and the Collateral Agent and the other relevant Secured Creditors as additional insured and loss payee) and insureds), (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' prior written notice thereof (or at least 10 days prior written notice days' in the case of nonpayment of premium) prior written notice thereof by the insurer to the Collateral Agent; Agent and certified copies of such policies or certificates (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after a Noticed Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Noticed Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.the

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent and in the manner provided in required by the Credit Agreement; copies of all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and the Collateral Agent and the other relevant Secured Creditors as additional insured and loss payee) and insureds), (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' prior written notice thereof (or at least 10 days prior written notice days' in the case of nonpayment of premium) prior written notice thereof by the insurer to the Collateral Agent; Agent and certified copies of such policies or certificates (iii) shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its such Inventory and or Equipment in accordance with to the preceding sentenceextent required by the Credit Agreement, or if any Assignor shall fail to so endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) ), upon prior written notice to such Assignor, to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to provided in the Credit Agreement, the Collateral Agent shall, at the time such shall apply any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds required after a Noticed Event of Default in accordance with Section 7.4 hereof(it being understood that so long as no Noticed Event of Default has occurred and is continuing, the Collateral Agent will release any interest it has in the proceeds of any casualty insurance to the Assignors). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense expense, to the extent and in the manner provided in the Credit Agreement; all . All policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) ): (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming the Collateral Agent as an additional insured and loss payee) and insured); (ii) shall state that such insurance policies shall not be cancelled canceled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates (iii) shall be deposited with the Collateral AgentAgent to the extent, at the times and in the manner specified in the Credit Agreement. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained or expended by the relevant Assignor pursuant to the Credit Agreementterms of the respective Secured Debt Agreements, the Collateral Agent shall, at the time such upon receipt of any proceeds of such from insurance are distributed to the Secured Creditorsmaintained by any Assignor, apply such proceeds in accordance with the terms of the Credit Agreement, or after the Obligations have been accelerated or otherwise become due and payable, in accordance with Section 7.4 9.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at such Assignor's own expense to the extent and in the manner provided in the Credit Agreement; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional insured and or loss payee) and ), (ii) shall state that such insurance policies shall not be cancelled or revised without at least 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; Agent and certified copies (iii) shall provide that the respective insurers irrevocably waive any and all rights of such policies or certificates shall be deposited with the Collateral Agent. If any Assignor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Assignor shall fail to so endorse and deposit all policies or certificates subrogation with respect thereto, to the Collateral Agent shall have and the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insuranceSecured Creditors. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the The Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereofhereof (it being understood that the receipt and distribution of such proceeds shall be subject to the provisions of Section 4.02 of the Credit Agreement). Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Collateral except to the extent such impairment Pledged Collateral. Pledgor shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its Inventory and the Equipment insured in favor of the Collateral Agent, at such AssignorPledgor's own expense expense, to Collateral Agent's reasonable satisfaction against fire, theft and all other risks to which the Pledged Collateral may be subject, in such amounts and with such deductibles as would be maintained by operators of businesses similar to the extent and business of Pledgor or as Collateral Agent may otherwise require. Pledgor may self-insure in the manner provided in the Credit Agreement; all policies reasonable amounts. Each policy or certificates certificate with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional named insured and and/or loss payee, as applicable, as Collateral Agent may request) and (ii) such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that such insurance policies shall it cannot be cancelled or revised canceled without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. At least 30 days prior to the expiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, such Pledged Collateral or if any Assignor Pledgor shall fail to so endorse and deposit deposit, or to extend or renew, all such insurance policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring thereof, with interest on all such insurance. Except as otherwise permitted to be retained by funds from the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, date advanced at the time such proceeds of such insurance are distributed to highest rate then in effect under the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such AssignorIndenture.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Collateral except to the extent such impairment Pledged Collateral. Pledgor shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its the Inventory and Equipment insured in favor insured, at Pledgor's own expense, to Collateral Agent's reasonable satisfaction against fire, theft and all other risks of the Collateral Agentkind customarily insured against, at in such Assignor's own expense amounts and with such deductibles as would customarily be maintained under similar circumstances by operators of businesses similar to the business of Pledgor to the extent and in the manner provided in the Credit Agreement; all policies available at commercially reasonable rates. Each policy or certificates certificate with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional named insured and sole loss payeepayee as Collateral Agent may request) and (ii) such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that such insurance policies shall it cannot be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. At least 30 days prior to the expiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentencesuch Pledged Collateral to Collateral Agent's reasonable satisfaction, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation), following five (5) Business Days' prior written notice to Pledgor of its intention to do so, to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring thereof, with interest on all such insurance. Except as otherwise permitted to be retained by funds from the relevant Assignor pursuant to date advanced until paid in full at the highest rate then in effect under the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair Pledgor shall not take any action that impairs the rights of the Collateral Agent or any Secured Party in the Collateral except to the extent such impairment Pledged Collateral. Pledgor shall be waived in accordance with the terms of Section 10.2 hereof. Each Assignor will at all times keep its the Inventory and Equipment insured in favor insured, at Pledgor's own expense, to Collateral Agent's reasonable satisfaction against fire, theft and all other risks of the Collateral Agentkind customarily insured against, at in such Assignor's own expense amounts and with such deductibles as would customarily be maintained under similar circumstances by operators of businesses similar to the business of Pledgor to the extent and in the manner provided in the Credit Agreement; all policies available at commercially reasonable rates. Each policy or certificates certificate with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the DRAFT: March 21, 1997 H:\WPCDOCS\1186\141511 benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional named insured and sole loss payeepayee as Collateral Agent may request) and (ii) such policy or certificate shall be delivered to Collateral Agent. Each such policy shall state that such insurance policies shall it cannot be cancelled or revised without 30 days' prior written notice thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with the Collateral Agent. At least 30 days prior to the expiration of any such policy of insurance, Pledgor shall deliver to Collateral Agent an extension or renewal policy or an insurance certificate evidencing renewal or extension of such policy. If any Assignor Pledgor shall fail to insure its Inventory and Equipment in accordance with the preceding sentencesuch Pledged Collateral to Collateral Agent's reasonable satisfaction, or if any Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation), following five (5) Business Days' prior written notice to Pledgor of its intention to do so, to advance funds to procure or renew or extend such insurance and such Assignor Pledgor agrees to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring thereof, with interest on all such insurance. Except as otherwise permitted to be retained by funds from the relevant Assignor pursuant to date advanced until paid in full at the highest rate then in effect under the Credit Agreement, the Collateral Agent shall, at the time such proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Protection of Collateral Agent’s Security. Each Assignor will do nothing to impair the rights of the Collateral Agent in the Collateral except to the extent such impairment shall be waived in accordance with the terms of Section 10.2 hereofCollateral. Each Assignor will at all times keep its Scheduled Inventory and Scheduled Equipment insured in favor of the Collateral Agent, at such Assignor's its own expense expense, to the extent required of the Parent and in the manner provided in Borrowers under the Credit AgreementAgreement against fire, theft and all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance (and any other insurance maintained by such Assignor) (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as an additional insured and loss payee) and (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice copies thereof (or 10 days prior written notice in the case of nonpayment of premium) by the insurer to the Collateral Agent; and certified copies of such policies or certificates shall be deposited with delivered upon request to the Collateral Agent. If any an Assignor shall fail to insure its such Scheduled Inventory and/or Scheduled Equipment to the extent required of the Parent and Equipment in accordance with the preceding sentenceBorrowers under the Credit Agreement, or if any such Assignor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and such Assignor agrees to promptly reimburse the Collateral Agent for all costs and expenses of procuring such insurance. Except as otherwise permitted to be retained by the relevant Assignor pursuant to the Credit Agreement, the Collateral Agent shall, at the time such Any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds shall be applied in accordance with Section 7.4 hereofthe Credit Agreement. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it it, and the liability of such Assignor to pay the Obligations its obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.