LIMITING THE FOREGOING, (A) SUCH INSURANCE SHALL BE IN SUCH MINIMUM AMOUNTS THAT
SUCH PERSON WILL NOT BE DEEMED A CO-INSURER UNDER APPLICABLE INSURANCE LAWS,
REGULATIONS AND POLICIES AND OTHERWISE SHALL BE IN SUCH AMOUNTS, CONTAIN SUCH
TERMS, BE IN SUCH FORMS AND BE FOR SUCH PERIODS AS MAY BE REASONABLY
SATISFACTORY TO THE AGENT, (B) ALL SUCH INSURANCE SHALL BE PAYABLE TO THE AGENT
AS LOSS PAYEE UNDER A "STANDARD" OR "NEW YORK" LOSS PAYEE CLAUSE FOR THE BENEFIT
OF THE LENDERS AND THE AGENT (C) EACH SUCH PERSON WILL (I) KEEP ALL OF ITS
PHYSICAL PROPERTY INSURED WITH CASUALTY OR PHYSICAL HAZARD INSURANCE ON AN "ALL
RISKS" BASIS, WITH BROAD FORM FLOOD AND EARTHQUAKE COVERAGES AND ELECTRONIC DATA
PROCESSING COVERAGE, WITH A FULL REPLACEMENT COST ENDORSEMENT AND AN "AGREED
AMOUNT" CLAUSE IN AN AMOUNT EQUAL TO 100% OF THE FULL REPLACEMENT COST OF SUCH
PROPERTY, WITH DEDUCTIBLES EQUAL TO THOSE GENERALLY MAINTAINED BY BUSINESSES
ENGAGED IN SIMILAR ACTIVITIES IN SIMILAR GEOGRAPHIC AREAS, SUBJECT TO AGGREGATE
SUBLIMITS FOR FLOOD AND EARTHQUAKE EQUAL TO THOSE GENERALLY MAINTAINED BY
BUSINESSES ENGAGED IN SIMILAR ACTIVITIES IN SIMILAR GEOGRAPHIC AREAS, (II)
MAINTAIN ALL SUCH WORKERS' COMPENSATION OR SIMILAR INSURANCE AS MAY BE REQUIRED
BY LAW AND (III) MAINTAIN, IN AMOUNTSAND WITH DEDUCTIBLES AND "STOP LOSS"
PROVISIONS EQUAL TO THOSE GENERALLY MAINTAINED BY BUSINESSES ENGAGED IN SIMILAR
ACTIVITIES IN SIMILAR GEOGRAPHIC AREAS, GENERAL PUBLIC LIABILITY INSURANCE
AGAINST CLAIMS OF BODILY INJURY, DEATH OR PROPERTY DAMAGE OCCURRING, ON, IN OR
ABOUT THE PROPERTIES OF SUCH PERSON; BUSINESS INTERRUPTION INSURANCE; AND
PRODUCT LIABILITY INSURANCE.
EACH OF THE BORROWERS WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, MAINTAIN INSURANCE ON THE MORTGAGED PROPERTIES IN
ACCORDANCE WITH THE TERMS OF THE MORTGAGES.
9.7.2
INSURANCE PROCEEDS.
THE PROCEEDS OF ANY CASUALTY INSURANCE IN
RESPECT OF ANY CASUALTY LOSS OF ANY OF THE COLLATERAL SHALL, SUBJECT TO THE
RIGHTS, IF ANY, OF OTHER PARTIES WITH A PRIOR INTEREST IN THE PROPERTY COVERED
THEREBY, (I) SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND
TO THE EXTENT THAT THE AMOUNT OF SUCH PROCEEDS IS LESS THAN $1,000,000, BE
DISBURSED TO THE APPLICABLE BORROWER FOR REINVESTMENT IN SUCH BORROWER'S
BUSINESS AND (II) IN ALL OTHER CIRCUMSTANCES, BE HELD BY THE AGENT AS CASH
COLLATERAL FOR THE OBLIGATIONS.
THE AGENT MAY, SO LONG AS NO EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, DISBURSE FROM TIME TO TIME ALL OR ANY PART OF
SUCH PROCEEDS SO HELD AS CASH COLLATERAL, UPON SUCH TERMS AND CONDITIONS AS THE
AGENT MAY REASONABLY PRESCRIBE, FOR DIRECT APPLICATION BY SUCH BORROWER SOLELY
TO THE REPAIR OR REPLACEMENT OF SUCH BORROWER'S PROPERTY SO DAMAGED OR DESTROYED
OR OTHER REINVESTMENT IN THE BORROWERS' BUSINESS.
IN THE EVENT THAT SUCH
PROCEEDS HAVE NOT BEEN REINVESTED IN THE BORROWERS' BUSINESS WITH TWO HUNDRED
AND SEVENTY (270) DAYS AFTER THE EARLIER TO OCCUR OF RECEIPT THEREOF BY THE
BORROWERS OR RECEIPT THEREOF BY THE AGENT, THE AGENT SHALL APPLY ALL OR ANY PART
OF SUCH PROCEEDS TO