Common use of Maintenance of Insurance Clause in Contracts

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each Maintain with insurance companies that the Borrower believes (in the good faith judgment of its Subsidiaries to maintainmanagement) are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, insurance with responsible respect to the Borrower’s and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent the Restricted Subsidiaries’ properties and business interruption insurance) with respect to its properties (including all real properties leased against loss or owned damage of the kinds customarily insured against by it) and Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of the management of the Borrower) is reasonable and covering prudent in light of the size and nature of their business and customary for similar situated Persons in the same industry (as determined in good faith by the Borrower)) as are customarily carried under similar circumstances by such risks other Persons, and will furnish to the Lenders, upon written request from the Administrative Agent or Revolver Agent, information presented in reasonable detail as to the insurance so carried; provided that notwithstanding the foregoing, in no event will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is required by any Governmental Authority having jurisdiction with respect thereto or more restrictive than its normal course of practice. Subject to Section 6.12(2), each such policy of insurance will, to the extent available from the relevant insurance carrier, as is carried generally appropriate, (1) in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amountthe case of each general liability policy of a Loan Party, adequacy and scope reasonably satisfactory to name the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit , on behalf of the AgentsSecured Parties, the L/C Issuer and the Lenders, as an additional insured thereunder as its interests may appear, appear or (2) in the case of losseach casualty insurance policy of a Loan Party, under a standard non-contributory "lender" contain an additional loss payable clause or "secured party" clause and are to contain such other provisions endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof additional loss payee thereunder and the policies are Loan Parties shall use commercially reasonable efforts to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and cause such other Persons as the Collateral Agent may designate from time policy to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise any cancellation of any right of cancellation. If any Loan Party such policy (or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, ten days’ prior notice in the name case of non-payment) (it being understood that such commercially reasonable efforts shall not require the Lenders, any Loan Party and Borrower or its Restricted Subsidiaries to agree to obtain a different policy or agree to terms with respect to such policy that are less favorable to the Borrower or its Restricted Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies).

Maintenance of Insurance. MaintainMaintain insurance in accordance with the Security Documents including, without limitation, casualty, liability and cause each business interruption insurance reasonably acceptable to the Majority Lenders and, to the extent not covered by any of its Subsidiaries to maintainthe Security Documents, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required usually carried by any Governmental Authority having jurisdiction with respect thereto or as is carried generally companies engaged in similar businesses and owning similar properties and in accordance with sound business practice by companies in similar businesses similarly situated and in the requirements of any event in amount, adequacy and scope governmental agency having jurisdiction over the Borrower and/or any Subsidiary. The Borrower shall provide the Lenders with such evidence as the Agent may reasonably satisfactory request from time to time as to the Collateral Agentmaintenance of all such insurance. Maintain on the tangible insurable collateral under any of the Security Documents insurance against loss by fire, hazards included within the term "extended coverage", and such other hazards, casualties and contingencies as the Agent may from time to time require, in an amount equal to the greater of (i) $8,000,000 OR (ii) one hundred percent (100%) of the replacement cost of the collateral under any of the Security Documents and business interruption insurance in the amount of at least $8,000,000 All policies covering the Collateral are of such insurance and all renewals thereof shall be in form and substance reasonably acceptable to Agent, shall be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered loss to the Collateral Agent within 10 Business Days after receipt thereof as loss payee and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, mortgagee and shall provide for not less than 30 days' contain an endorsement requiring thirty (30) days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party prior to cancellation or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, death or property damage occurring in any building providing combined single limit coverage of $1,000,000 for bodily injury and property damage per occurrence and $2,000,000 in the aggregate. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be delivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Borrower shall have the right of free choice in the selection of the agent or the collection insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholders' rating of claimsA or A+ in Best's latest rating guide. Upon Furthermore, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole rightright and, is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower, in the name and stead of Borrower, but in the Lendersuncontrolled discretion of said attorney, (i) to adjust, xxx for, compromise and collect any Loan Party amounts due under such insurance policies in the event of loss and its Subsidiaries, (ii) to file claims under any insurance policies, to receive, receipt and give acquittance releases for any payments that may be payable thereunder, and to execute any and all endorsementsamounts received in settlement of losses under such policies; and the same shall, receiptssubject to SECTION 2.6.1.3 of this Agreement, releasesat the option of the Agent, assignmentsbe applied, reassignments or other documents that may be necessary to effect after first deducting the costs of collection, compromise or settlement on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lien or, be used or paid over to Borrower in accordance with reasonable procedures established by the Agent for use in repairing or replacing any damaged or destroyed collateral under any such insurance policiesof the Security Documents.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentAgents (it being understood the Borrower's current insurance is satisfactory to Agents). All Without limiting the Borrower's reinvestment rights under Section 2.05(c)(viii), all policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent Agents may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof (with copies to the Administrative Agent) and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's Agents' part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. The Borrower shall, if so requested by the Collateral Agent, deliver to the Collateral Agent original or duplicate insurance policies and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainMaintain or cause Lessee(s), as applicable, liability, casualty and cause each of its Subsidiaries other insurance (subject to maintain, insurance customary deductibles and retentions) on all Property with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering against such risks as is required carried by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event the general areas in amountwhich Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, adequacy and scope reasonably satisfactory upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the Collateral Agentextent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies covering the Collateral are of insurance on real and personal property will include an endorsement, in form and substance acceptable to be made Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 insurer will give at least thirty (30) days' prior written notice to the Collateral Agent before any such policy or policies of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claimsshall be canceled. Upon the occurrence and during the continuance continuation of an a Default or Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to file claims under any require additional forms and limits of insurance policies, to receive, receipt and give acquittance adequately protect Lenders' interests in accordance with Agent's normal practices for any payments that may be payable thereundersimilarly situated borrowers, and to execute any and all endorsementsif the circumstances are unusual, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesin Agent's sole opinion.

Maintenance of Insurance. MaintainCTB shall maintain and pay for insurance upon all Collateral, and cause each of its Subsidiaries to maintainwherever located, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liabilitycovering casualty, hazard, rent public liability and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) such other risks and business, in such amounts and covering with such risks insurance companies as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope shall be reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the AgentsBBT, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain deliver such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidBBT, with the naming BBT as loss payable payee and additional insured endorsement in favor thereunder. Each policy of insurance shall contain a clause requiring the Collateral Agent and such other Persons as the Collateral Agent may designate from time insurer to time, and shall provide for give not less than 30 days' thirty days prior written notice to the Collateral Agent BBT before any cancellation of the exercise policy for any reason whatsoever. CTB hereby directs all insurers under such policies of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility insurance on the Collateral Agentto pay all proceeds payable thereunder directly to BBT. CTB hereby irrevocably makes, constitutes and appoints BBT (and all officers, employees or agents designated by BBT) as CTB's part true and lawful attorney (and agent-in-fact) for obtaining the purpose of making, settling, and adjusting claims under such policies of insurance, endorsing the solvency name of CTB on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. If CTB fails to obtain and maintain any of the policies of insurance or to pay any premium in whole or in part, then BBT may, at CTB's expense, without waiving or releasing any obligation or default by CTB hereunder, procure the same, but shall not be required to do so. Not less than thirty days prior to the expiration date of the insurance companiespolicies required to be maintained by CTB hereunder, the adequacy CTB shall deliver to BBT one or more certificates of insurance evidencing renewal of the coverage, or the collection insurance coverage required hereunder plus such other evidence of claims. Upon the occurrence and during the continuance payment of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that premiums therefore as BBT may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesreasonably request.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, Maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries the Borrower fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiariesthe Borrower, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainExcept if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self- insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Borrower and in any event in amountthe Restricted Subsidiaries. Subject to Section 6.16, adequacy and scope reasonably satisfactory the Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by Holdings, the L/C Issuer Borrower and each Subsidiary Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by Holdings, in case the Borrower and each Subsidiary Guarantor; provided that, unless an Event of lossDefault shall have occurred and be continuing, under a standard non-contributory "lender" (A) all proceeds from insurance policies shall be paid to the Borrower or "secured party" clause and are applicable Subsidiary Guarantor, (B) to contain such other provisions as the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiaries shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policiesinsurance.

Maintenance of Insurance. MaintainThe Borrower will, and will cause each of its Subsidiaries to maintainto, insurance maintain with responsible financially sound and reputable insurance companies (having a Best’s rating of A:XI or associations better) and approved by Agent, (i) comprehensive public liability insurance covering claims for bodily injury, death, and property damage, with minimum limits satisfactory to the Agent, but in any event not less than those amounts customarily maintained by companies in the same or substantially similar business; (ii) business interruption insurance and/or loss of rents insurance in a minimum amount specified by Agent, with loss payable clause in favor of Agent, (iii) hazard insurance insuring Borrower's and its Subsidiaries’ property and assets against loss by fire (with extended coverage) and against such other hazards and perils (including, without limitationbut not limited to, comprehensive general liabilityloss by windstorm, hazardhail, rent explosion, riot, aircraft, smoke, vandalism, malicious mischief and business interruption insurancevehicle damage) as Agent, in its sole discretion, shall from time to time require, all such insurance to be issued in such form, with such deductible provision, and for such amount as shall be satisfactory to Agent, with loss payable clause in favor of Agent as to any such insurance maintained with respect to any of the Collateral. The Agent is hereby authorized and empowered, at its properties (including all real properties leased option, to adjust or owned by it) and business, in compromise any loss under any such amounts and covering such risks as is required by any Governmental Authority having jurisdiction insurance policies maintained with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in to any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to collect and receive the proceeds from any payments to be made under such policy or policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof ; and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and (iv) such other Persons insurance as the Collateral Agent may designate may, from time to time, and reasonably require by notice in writing to the Borrower. All required insurance policies shall provide for not less than 30 days' thirty (30) days prior written notice to the Collateral Agent of any cancellation, amendment, termination, or lapse; and in all such liability insurance policies, Agent shall be named as an additional insured. Each such policy shall, in addition, provide that there shall be no recourse against the exercise Agent for payment of premiums or other amounts with respect thereto. Hazard insurance policies shall contain the agreement of the insurer that any right loss thereunder shall be payable to the Agent notwithstanding any action, inaction or breach of cancellationrepresentation or warranty by the Borrower, with Agent named as lender loss payee under a lender loss payee endorsement. If any Loan Party The Borrower will deliver to Agent original or any duplicate policies of its Subsidiaries fails to maintain such insurance, the Collateral or satisfactory certificates of insurance, and, as often as Agent may arrange for reasonably request, a report of a reputable insurance broker with respect to such insurance. Any insurance proceeds received by Agent shall be applied upon the indebtedness, but liabilities, and obligations of the Borrower to the Agent (whether matured or unmatured) or, at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining option, released to the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesBorrower.

Maintenance of Insurance. MaintainMaintain insurance in accordance with the Security Documents including, without limitation, casualty, liability and cause each business interruption insurance reasonably acceptable to the Agent and, to the extent not covered by any of its Subsidiaries to maintainthe Security Documents, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required usually carried by any Governmental Authority having jurisdiction with respect thereto or as is carried generally companies engaged in similar businesses and owning similar properties and in accordance with sound business practice by companies in similar businesses similarly situated and in the requirements of any event in amount, adequacy and scope reasonably satisfactory governmental agency having jurisdiction over the Borrower and/or any Subsidiary. The Borrower shall provide the Lenders with such evidence as the Agent may request from time to time as to the Collateral Agentmaintenance of all such insurance. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit Certificates of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain all such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to shall be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, concurrently with the loss payable execution and additional insured endorsement in favor delivery of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timethis Agreement, and thereafter all renewal or replacement certificates shall provide for be delivered to the Agent not less than 30 days' thirty (30) days prior written notice to the Collateral Agent expiration date of the exercise of any policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Borrower shall have the right of cancellationfree choice in the selection of the agent or the insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholder's rating of A or A+ in Best's latest rating guide. If any Loan Party or any of its Subsidiaries fails to maintain such insuranceFurthermore, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole rightright and is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower, in the name and stead of Borrower, but in the Lendersuncontrolled discretion of said attorney, (i) to adjust, sue xxx, compromise and collect any Loan Party amounts due under such insurance policies in the event of loss and its Subsidiaries, (ii) to file claims under any insurance policies, to receive, receipt and give acquittance releases for any payments that may be payable thereunder, and to execute any and all endorsementsamounts received in settlement of losses under such policies; and the same shall, receiptssubject to SECTION 2.6.1.3 of this Agreement, releasesat the option of the Agent, assignmentsbe applied, reassignments or other documents that may be necessary to effect after first deducting the costs of collection, compromise or settlement on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with reasonable procedures established by the Agent for use in repairing or replacing any damaged or destroyed collateral under any such insurance policiesof the Security Documents.

Maintenance of Insurance. Maintain(a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Dutch Borrower believes (in the good faith judgment of the management of the Dutch Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Dutch Borrower believes (in the good faith judgment of management of the Dutch Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Dutch Borrower and in any event in amount, adequacy and scope reasonably satisfactory the Restricted Subsidiaries. The Borrowers shall use commercially reasonable efforts to the Collateral Agent. All policies covering the Collateral are to be made payable to ensure that at all times the Collateral Agent for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Borrowers and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause each Subsidiary Guarantor and are to contain such other provisions as the Collateral Agent may reasonably require for the benefit of the Secured Parties, shall be named as loss payee with respect to fully protect the Lenders' interest in property insurance maintained by the Collateral Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to any payments the Dutch Borrower, (B) to be made under such policies. All certificates of insurance are to be delivered to the extent the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of receives any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Dutch Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Dutch Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that the Dutch Borrower and/or its applicable Subsidiary shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07(a) shall be deemed satisfied if the Borrowers obtain insurance policiespolicies that are customary and appropriate for the applicable jurisdiction.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, (a) Maintain insurance with responsible financially sound and reputable insurance companies covering such liabilities, losses or associations damages, and in such amounts, as is customarily carried by Person engaged in the same or similar businesses that are similarly situated and located and (includingb) maintain flood insurance on all real property constituting Collateral, without limitationfrom such providers, comprehensive general liability, hazard, rent in amounts and business interruption insuranceon terms in accordance with the Flood Insurance Laws or as otherwise satisfactory to all Lenders. Subject to the proviso to Section 4.01(c) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction delivery of endorsements with respect thereto or as is carried generally to insurance policies in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amounteffect on the Closing Date, adequacy and scope reasonably satisfactory to the Collateral Agent. All all property insurance policies covering the Collateral are to be made payable to the Collateral Administrative Agent for the benefit of the Agents, the L/C Issuer Administrative Agent and the Lenders, as its their interests may appear, in case of loss, under pursuant to a standard lender's loss payable endorsement with a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require sufficient to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to the Collateral Administrative Agent promptly (but in any event within 10 15 Business Days after receipt thereof and of the policies are to be premium prepaidissuance or applicable amendment of any insurance policy), with the lender's loss payable and additional insured endorsement endorsements, as applicable, in favor of the Collateral Administrative Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' days (10 days in the case of non-payment) prior written notice to the Collateral Administrative Agent of the exercise of any right of cancellation; provided, that such prior written notice shall not be required with respect to any insurance policy (other than a property insurance policy) to the extent the relevant insurer does not provide such written notice. If any Loan Party the Parent Borrower or any of its Subsidiaries fails to maintain such insurance, the Collateral Administrative Agent may may, with prior notice to the Parent Borrower, arrange for such insurance, but at the Borrowers' Parent Borrower’s expense and without any responsibility on the Collateral Administrative Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, Maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries the Borrower fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the LendersLender, any Loan Party and its Subsidiariesthe Borrower, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent flood, rent, worker’s compensation and business interruption insurance) with respect to the Collateral and its other properties (including all real properties property leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is (i) carried generally in accordance with sound business practice by companies in similar businesses similarly situated situated, (ii) required by any Requirement of Law, (iii) required by any Material Contract and (iv) in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. If at any time the area in which any Facility that is subject to a Mortgage is located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), each applicable Loan Party shall obtain flood insurance on terms that are satisfactory to the Agents and all Lenders from time to time, and otherwise comply with the Flood Laws or as is otherwise satisfactory to the Agents and all Lenders. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its their interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 thirty (30) days' ’ (ten (10) days’ in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' ’ expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainThe Borrowers shall cause the Mortgage Borrowers to continuously maintain the policies of insurance and the Jekyll Island Borrowers shall continuously maintain the policies of insurance (all such policies, and cause each the "INSURANCE POLICIES") required pursuant to the terms of its Subsidiaries to maintainSection 5.4 of the Mortgage Loan Agreement, insurance with responsible and reputable insurance companies or associations including meeting all insurer requirements thereunder (includingit being agreed that, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased the obligations of the Jekyll Island Borrowers hereunder, insurance shall be maintained as required pursuant to the terms of Section 5.4 of the Mortgage Loan Agreement as if the Jekyll Island Borrowers were a "Mortgage Borrower" thereunder, and, following satisfaction of the Mortgage Loan, the requirements of Section 5.4 of the Mortgage Loan Agreement shall be deemed to be the continuing obligations of the Borrowers and the Mortgage Borrowers hereunder). The provisions of Section 5.4 of the Mortgage Loan Agreement are incorporated herein by reference. The Lender shall be named as an additional named insured or owned by it) and business, in loss payee under such amounts and covering such risks as policies to the extent that Mortgage Lender is required to be named as such under the Mortgage Loan Agreement. Upon request from Lender, Lender shall be entitled to receive copies of any insurance policies obtained by any Governmental Authority having jurisdiction with respect thereto Mortgage Lender to the extent and at the time such policies are delivered to the Mortgage Lender by Mortgage Borrower. All Insurance Policies shall provide that the coverage shall not be modified without (30) days' advance written notice to Lender and shall provide that no claims shall be paid thereunder to a Person other than Mortgage Lender or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope Lender without ten (10) days' advance written notice to Lender. The Borrowers shall furnish Lender receipts for the payment of premiums on such Insurance Policies or other evidence of such payment reasonably satisfactory to Lender in the Collateral Agent. All policies covering the Collateral are to be made payable event that such premiums have not been paid by Lender pursuant to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesAgreement.

Maintenance of Insurance. MaintainThe Borrower will, and will cause each of its Subsidiaries to to, maintain, insurance with responsible financially sound and reputable insurance companies or associations (includingcompanies, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, insurance in such amounts and covering against such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice are customarily maintained by companies engaged in the same or similar businesses similarly situated and operating in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any event in amount, adequacy and scope reasonably satisfactory to of the Collateral Agent. All policies covering the Collateral are to shall be endorsed in favor of and made payable to the Collateral Administrative Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause appear and are to contain such other provisions as policies shall name the Collateral Administrative Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidLenders as “additional insureds”, with the loss payable and additional insured endorsement provide for a waiver of subrogation in favor of the Collateral Administrative Agent and such other Persons as the Collateral Lenders and provide that the insurer will give at least 30 days prior notice of any cancellation to the Administrative Agent may designate (or 10 days prior notice in the case of cancellation resulting from time non-payment of premium). Borrower shall furnish to timeAdministrative Agent certified copies of policies or certificates thereof, and shall provide endorsements and renewals thereof for not less than 30 days' prior written notice all such policies promptly upon request by the Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Collateral Agent of the exercise of Borrower or a Subsidiary and any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insuranceObligations are outstanding, except as permitted under Section 5.02(c) below, the Borrower shall deliver such proceeds to the Administrative Agent immediately upon receipt. To the extent that Administrative Agent is entitled to receive insurance claim proceeds as loss payee, unless (i) there is deemed to be a total loss and as such a particular piece of Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, is not replaceable or the collection of claims. Upon the occurrence and during the continuance of repairable or (ii) there exists an Event of Default, such insurance claim proceeds shall first be applied to replace or repair the damaged or lost Collateral and then the remaining proceeds, if any, shall be delivered to the Administrative Agent. The Borrower shall, and shall cause each Subsidiary to provide the following with respect to each Designated Building: (i) information and documentation sufficient to obtain a standard life of loan flood hazard determination certificate issued by a flood hazard certification firm acceptable to the Administrative Agent (“SFHDF”) for such parcel or other portion of the Oil and Gas Properties upon which is located any Designated Building and (ii) an SFHDF indicating that the Designated Building is not located in a Special Flood Hazard Area, as defined in the FDPA, or, if the SFHDF indicates that the Designated Building is located in a Special Flood Hazard Area, (A) a written notice of that fact, acknowledged by Borrower and any applicable Guarantor, (B) evidence of adequate flood insurance on the Designated Building and its contents located on the Oil and Gas Properties and (C) such other information required by the Administrative Agent or any Lender for compliance with (x) any applicable requirements of the FDPA or other similar applicable laws, rules or regulations, or (y) promptly following written notice thereof from the Administrative Agent or any Lender, any applicable requirements of the Administrative Agent or any Lender in accordance with the Administrative Agent's or such Lender's standard policies and practices. The Mortgages shall expressly exclude from the description of the Collateral Agent covered thereby, and shall have the sole right, in the name of the Lendersnot otherwise encumber, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect Building which is not a Designated Building meeting the collection, compromise or settlement of any claims under any such insurance policiesforegoing criteria.

Maintenance of Insurance. Maintain, In addition to and cause each of its Subsidiaries to maintain, insurance cumulative with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) any other requirements herein imposed on the Grantors with respect to its insurance, the Grantors shall maintain insurance with insurance companies, satisfactory to the Agent on such of the Grantors’ respective properties (including all real properties leased or owned by it) and businessassets, in such amounts and covering against such risks as is required customarily maintained by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and operating in the same vicinity, but in any event to include public liability, worker’s compensation, business interruption, malicious mischief, errors and omissions, loss, damage, flood, windstorm, fire, theft, extended coverage and product liability insurance in amount, adequacy and scope reasonably amounts satisfactory to the Collateral Agent. All policies covering , which such insurance shall not be cancellable or altered (or the Collateral are to be made payable to coverage thereunder reduced or restricted) by any Grantor, unless with the Collateral Agent for the benefit prior written consent of the AgentsAgent, or by the L/C Issuer and the Lendersinsurer of such Grantor, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, unless with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than at least 30 days' prior days advance written notice to the Collateral Agent of thereof. The Grantors shall deliver to the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain Agent on the Closing Date and at such insurance, other times as the Collateral Agent may arrange for request, a detailed list of such insurance, but at insurance then in effect stating the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency names of the insurance companies, the adequacy amounts and rates of insurance, the date of expiration thereof, the properties and risks covered thereby and the insured with respect thereto, and, within 30 days after notice in writing from the Agent, obtain such additional insurance as the Agent, at the request of the coverageRequired Banks, may reasonably request. The Grantors will pay all premiums on the insurance referred to herein as and when they become due and shall do all things necessary to maintain the insurance in effect. The Agent may act as the Grantor’s agent in adjusting or compromising any loss under any such insurance policy and in collecting and receiving the collection proceeds from any such policy. In the event of claims. Upon the occurrence and during the continuance any loss under any such policy of an Event of Defaultinsurance, the insurer named therein is hereby authorized and directed by the Grantor to make payment for such loss to the Agent, for the benefit of the Secured Parties, as their interests may appear, rather than to the Grantors and the Agent jointly. If any Grantor shall default in its obligation hereunder to insure the Collateral in a manner satisfactory to the Agent, then the Agent shall have the sole rightright (but not the obligation) to procure such insurance and to charge the costs of same to the Grantors, in the name which costs shall be added to and become a part of the Lendersunpaid principal amount of the Obligations, shall bear interest at the Default Rate or the highest contract rate permitted by applicable law whichever is less; such interest shall be payable on demand by the Agent and shall be secured by the Collateral. The proceeds of all such insurance, if any Loan Party loss should occur, may be applied by the Agent to the payment of the Obligations or to the replacement of any of the Collateral damaged or destroyed, as the Agent may elect or direct in its sole discretion. Each Grantor hereby appoints (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Obligations remain outstanding) Agent as its Subsidiarieslawful attorney-in-fact with full authority to make, to file adjust, settle claims under and/or cancel such insurance and to endorse the applicable Grantor’s name on any instruments or drafts issued by or upon any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiescompanies.

Maintenance of Insurance. MaintainExcept if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Borrower and in any event in amountthe Restricted Subsidiaries. Subject to Section 6.16, adequacy and scope reasonably satisfactory the Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by Holdings, the L/C Issuer Borrower and each Subsidiary Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by Holdings, in case the Borrower and each Subsidiary Guarantor; provided that, unless an Event of lossDefault shall have occurred and be continuing, under a standard non-contributory "lender" (A) all proceeds from insurance policies shall be paid to the Borrower or "secured party" clause and are applicable Subsidiary Guarantor, (B) to contain such other provisions as the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiaries shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policiesinsurance.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent rent, flood (to the extent a property covered by a Mortgage is located in a flood zone) and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Lead Collateral Agent and the Administrative Agent; provided, that the Loan Parties and their Subsidiaries may obtain such insurance through a Captive Insurance Subsidiary to the extent (i) such insurance is reinsured by one or more responsible and reputable insurance companies or associations, or the Federal government, (ii) any reinsurance agreements between such Captive Insurance Subsidiary and such reinsurance companies described in clause (i) above shall provide for direct access to such reinsurers through a direct access cut‑through endorsement for all named insureds, loss payees and mortgagees, and (iii) such arrangements are otherwise acceptable to the Lead Collateral Agent and the Administrative Agent in their reasonable discretion. All policies covering the Collateral are to be made payable to the Lead Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "non‑contributory “lender" ” or "“secured party" ” clause and are to contain such other provisions as the Lead Collateral Agent or the Administrative Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Lead Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the lender’s loss payable and additional insured endorsement in favor of the Lead Collateral Agent and such other Persons as the Lead Collateral Agent may designate from time to time, and shall provide for not less than 30 thirty (30) days' ’ prior written notice to the Lead Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Administrative Agent, the Lead Collateral Agent or any Lender may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Administrative Agent’s, the Lead Collateral Agent's ’s or such Lender’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, coverage or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Lead Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that ‑74‑ may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainEach Pledgor will, and or will cause each of its Subsidiaries to, or will require each of its lessees pursuant to maintainits lease agreements to, insurance maintain with responsible financially sound and reputable insurers insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in business against such amounts casualties and covering such risks contingencies as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally shall be in accordance with sound business practice by companies general practices of businesses engaged in similar businesses similarly situated activities in similar geographic areas. Such insurance shall be in such minimum amounts that each Pledgor and its Subsidiaries will not be deemed co-insurers under applicable insurance laws, regulations and policies and otherwise shall be in any event such amounts, contain such terms, be in amount, adequacy such forms and scope be for such periods as may be reasonably satisfactory to the Collateral Administrative Agent. All policies covering the Collateral are In addition, each Pledgor shall use its reasonable best efforts to cause all such insurance maintained by each Pledgor and its Subsidiaries to be made payable to the Collateral Administrative Agent as loss payee under a “standard” or “New York” loss payee clause for the benefit of the AgentsLenders. Likewise, the L/C Issuer and the Lenders, each Pledgor shall use reasonable efforts to cause all such insurance maintained by its lessees to be payable to each Pledgor as its interests may appear, in case of loss, loss payee under a standard non-contributory "lender" “standard” or "secured party" clause and are to contain “New York” loss payee clause. In the event any Pledgor receives any proceeds from any such other provisions as insurance maintained by its lessees, such Pledgor shall promptly notify the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Administrative Agent of the exercise of any right of cancellationsame and shall cause such proceeds to be disbursed in accordance with §10.2 herein. If any Loan Party or any Without limiting the foregoing, each Pledgor will (a) keep all of its Subsidiaries fails physical property (other than Containers, Generators, Refrigeration Units, Chassis and other equipment comprising Collateral which are subject to a lease agreement in which the applicable Pledgor, pursuant to such lease agreement, has required the lessee thereunder to maintain such insuranceinsurance with respect thereto) with casualty or physical hazard insurance on an “all risks” basis, the Collateral Agent may arrange for such insurancewith broad form flood and earthquake coverages and electronic data processing coverage, but at the Borrowers' expense with a full replacement cost endorsement and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence as may be required by law and during the continuance of an Event of Default, the Collateral Agent shall have the sole right(c) maintain, in amounts and with deductibles 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 name properties of the Lenders, any Loan Party each Pledgor; and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesbusiness interruption insurance.

Maintenance of Insurance. MaintainThe Company will, and will cause each of its Subsidiaries to, (a) obtain, prior to maintainthe Issue Date, mortgagee title insurance policies insuring a first mortgage lien on the land, leaseholds and the other portions of the Collateral deemed real estate under applicable law, as constituted on the Issue Date, subject to certain exceptions, in an amount not less than the principal amount of the Securities (for the benefit of all holders of Indebtedness secured pursuant to the Collateral Agency Agreement) and (b) from and at all times after the Issue Date until the Securities have been paid in full, have and maintain in effect insurance with responsible carriers against such risks and reputable insurance companies or associations (in such amounts as is customarily carried by similar businesses with such deductibles, retentions, self insured amounts and coinsurance provisions as are customarily carried by similar businesses of similar size, including, without limitation, comprehensive general liabilityproperty and casualty, hazardand, rent and business interruption insurance) with respect to its properties insurance on the Collateral, shall have provided insurance certificates evidencing such insurance to the Trustee prior to the Issue Date and shall thereafter provide such certificates prior to the anniversary or renewal date of each such policy referred to in this clause (including all real properties leased or owned by it) and businessb), in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction which certificate shall expressly state the expiration date for each policy listed. All insurance with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering required under the Indenture (except worker's compensation) shall name the Issuers, Taj Associates, Plaza Associates, and the Collateral Agent as additional insureds or loss payees, as the case may be, with losses in excess of $10.0 million payable jointly to the Issuers, Taj Associates, Plaza Associates and the Collateral Agent (unless a Default or Event of Default has occurred and is then continuing, in which case all losses are to be made payable solely to the Collateral Agent subject to the Material Instrument Requirement), with no recourse against the Trustee for the benefit payment of the Agentspremiums, the L/C Issuer deductibles, commissions or club calls, and the Lenders, as its interests may appear, in case for at least 30 days notice of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policiescancellation. All certificates such insurance policies will be issued by carriers having an A.M. Best & Company, Inc. rating of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof A- or higher and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor a financial size category of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to X, or if such carrier is not rated by A.M. Best & Company, Inc., having the Collateral Agent financial stability and size deemed appropriate by an opinion from a reputable insurance broker. The Company may effect the insurance required under this Section 5.6 under blanket and/or umbrella policies covering properties owned or leased by Affiliates of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain Company; provided, that such insurance, policies otherwise comply with this Indenture and the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesMortgages.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, Maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies of similar size and in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentRequired Lenders. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Lenders and the LendersAgents, as its interests may appear, in case of loss, under a standard non-non contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent Required Lenders may reasonably require to fully protect the Agents’ and the Lenders' ’ interest in the Collateral and to protect any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent Required Lenders may designate from time to time, and shall provide for not less than 30 thirty (30) days' ’ (ten (10) days with respect to any proposed cancellation for non-payment of premium) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party the Borrower or any of its Subsidiaries Guarantor fails to maintain such insurance, the Collateral Agent Agent, at the direction of the Required Lenders, may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiariesthe Borrower and/or the Guarantors, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainMaintain on the collateral under any of the Security Documents insurance against loss by fire, hazards included within the term "extended coverage", and cause each such other hazards, casualties and contingencies as the Agent may from time to time require, in an amount equal to one hundred percent (100%) of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent the replacement cost of the collateral under any of the Security Documents and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, insurance in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agentamount of at least $4,000,000. All policies covering the Collateral are of such insurance and all renewals thereof shall be in form and substance acceptable to Agent, shall be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered loss to the Collateral Agent within 10 Business Days after receipt thereof as loss payee and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, mortgagee and shall provide for not less than 30 days' contain an endorsement requiring thirty (30) days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party prior to cancellation or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, death or property damage occurring in any building in which the limits of liability shall not be less than $1,000,000 per person and $2,000,000 per accident, together with an excess liability policy in the amount of $5,000,000 which shall be in addition to the limits above set forth. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be delivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Borrower shall have the right of free choice in the selection of the agent or the collection insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholders' rating of claimsA or A+ in Best's latest rating guide. Upon the occurrence and during the continuance of an Event of DefaultFurthermore, the Collateral Agent shall have the sole rightright and is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower, in the name and stead of Borrower, but in the Lendersuncontrolled discretion of said attorney, (i) to adjust, sue xxx, compromise and collect any Loan Party amounts due under such insurance policies in the event of loss and its Subsidiaries, (ii) to file claims under any insurance policies, to receive, receipt and give acquittance releases for any payments that may be payable thereunder, and to execute any and all endorsementsamounts received in settlement of losses under such policies; and the same shall, receiptssubject to Section 2.6.1.3 of this Agreement, releasesat the option of the Agent, assignmentsbe applied, reassignments or other documents that may be necessary to effect after first deducting the costs of collection, compromise or settlement on account of any Indebtedness the payment of which is (Loan Agreement - Fleet/Convergent) secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with reasonable procedures established by the Agent for use in repairing or replacing any damaged or destroyed collateral under any such insurance policiesof the Security Documents.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, as in effect on the Closing Date, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies of similar size and in similar businesses similarly situated and in situated; provided, however, that any event in changes to the amount, adequacy and scope reasonably satisfactory of the insurance in effect on the Closing Date that are material and adverse to the Collateral AgentLenders must be reasonably acceptable to Agent in its Permitted Discretion; provided, further, Parent and its Subsidiaries may maintain self-insurance (which shall include insurance maintained through Milacron Assurance) in connection with the insurance requirements set forth above to the extent reasonably prudent and consistent with past practices. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agent and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall use reasonable efforts to cause its insurance providers to provide for not less than 30 thirty (30) days' ’ prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Credit Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' ’ expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Credit Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainEach Pledgor will, and or will cause each of its Subsidiaries to, or will require each of its lessees pursuant to maintainits lease agreements to, insurance maintain with responsible financially sound and reputable insurers insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in business against such amounts casualties and covering such risks contingencies as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally shall be in accordance with sound business practice by companies general practices of businesses engaged in similar businesses similarly situated activities in similar geographic areas. Such insurance shall be in such minimum amounts that each Pledgor and its Subsidiaries will not be deemed co-insurers under applicable insurance laws, regulations and policies and otherwise shall be in any event such amounts, contain such terms, be in amount, adequacy such forms and scope be for such periods as may be reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are In addition, each Pledgor shall use its reasonable best efforts to cause all such insurance maintained by each Pledgor and its Subsidiaries to be made payable to the Collateral Agent as loss payee under a “standard” or “New York” loss payee clause for the benefit of the AgentsLenders. Likewise, the L/C Issuer and the Lenders, each Pledgor shall use reasonable efforts to cause all such insurance maintained by its lessees to be payable to each Pledgor as its interests may appear, in case of loss, loss payee under a standard non-contributory "lender" “standard” or "secured party" clause and are to contain “New York” loss payee clause. In the event any Pledgor receives any proceeds from any such other provisions as insurance maintained by its lessees, such Pledgor shall promptly notify the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellationsame and shall cause such proceeds to be disbursed in accordance with §10.2 herein. If any Loan Party or any Without limiting the foregoing, each Pledgor will (a) keep all of its Subsidiaries fails physical property (other than Containers, Generators, Refrigeration Units, Chassis and other equipment comprising Collateral which are subject to a lease agreement in which the applicable Pledgor, pursuant to such lease agreement, has required the lessee thereunder to maintain such insuranceinsurance with respect thereto) with casualty or physical hazard insurance on an “all risks” basis, the Collateral Agent may arrange for such insurancewith broad form flood and earthquake coverages and electronic data processing coverage, but at the Borrowers' expense with a full replacement cost endorsement and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence as may be required by law and during the continuance of an Event of Default, the Collateral Agent shall have the sole right(c) maintain, in amounts and with deductibles 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 name properties of the Lenders, any Loan Party each Pledgor; and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesbusiness interruption insurance.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries Restricted Subsidiary to maintain, insurance with responsible financially sound and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required are usually carried by any Governmental Authority having jurisdiction companies engaged in the same or a similar business and similarly situated, provided, however, that Borrower may, to the extent permitted by Law, provide for appropriate self-insurance with respect thereto to: (a) worker’s compensation, up to $500,000.00 per occurrence; and (b) and general liability of up to $2,000,000.00 per occurrence and up to $5,000,000.00 aggregate per calendar year, and provided adequate umbrella coverage is maintained for amounts in excess of the foregoing self-insurance limits. At the request of Administrative Agent, copies of all policies (or such other proof of compliance with this Section as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope may be reasonably satisfactory satisfactory) shall be delivered to the Collateral AgentAdministrative Agent and Syndication Parties. All liability policies covering shall name the Collateral are to be made payable to the Collateral Agent Administrative Agent, for the benefit of the AgentsSyndication Parties, the L/C Issuer and the Lenders, as additional insured as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of such insurance are to policies shall be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, endorsed with the a mortgagee’s or loss payable and additional insured endorsement clause, as appropriate, in favor of the Collateral Agent and Administrative Agent, for the benefit of the Syndication Parties. All such other Persons as the Collateral Agent may designate from time to time, and insurance policies shall provide for not less than 30 contain a provision requiring at least ten (10) days' prior written ’ notice to the Collateral Administrative Agent prior to any cancellation for non-payment of premiums. Borrower shall give the exercise Administrative Agent satisfactory written evidence of premium payment and renewal or substitution of all such policies. Borrower agrees to pay, or cause to be paid, and to cause the Restricted Subsidiaries to pay, as applicable, all premiums on such insurance as they become due, and will not permit, or allow any Restricted Subsidiary to permit, any condition to exist on or with respect to its assets which would wholly or partially invalidate any insurance thereon. Within ten (10) days after the occurrence of any right loss in the amount of cancellation. If any Loan Party $5,000,000.00 or any of its Subsidiaries fails more, Borrower shall give written notice thereof to maintain such insurancethe insurance carrier, the Collateral Agent, and the Administrative Agent. Borrower hereby authorizes and empowers the Administrative Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon upon the occurrence and during the continuance continuation of an Event of Default, at the Collateral Agent shall have Administrative Agent’s option and in the Administrative Agent’s sole rightdiscretion, to, in so far as affects the name Collateral, act as attorney-in-fact for Borrower to make proof of the Lenders, any Loan Party and its Subsidiariesloss, to file claims adjust and compromise any claim under any insurance policies, to receive, receipt collect and give acquittance for any payments that may be payable thereunderreceive insurance proceeds, and to execute any deduct therefrom the Administrative Agent’s expenses incurred in the collection of such proceeds, and all endorsements, receipts, releases, assignments, reassignments or other documents insurance policies of Borrower shall provide that the Administrative Agent may be necessary to effect the collection, compromise or settlement of any claims under any act as Borrower’s attorney-in-fact for such insurance policiespurposes.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent rent, worker’s compensation and business interruption insuranceemployers’ liability insurance ) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent (it being understood and agreed that the amount, adequacy and scope of insurance coverage that exists on the Effective Date is satisfactory to the Collateral Agent). All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "non‑contributory “lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidAgent, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ (10 days’ in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, upon the written direction of the Collateral Agent or the Required Lenders, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each of its their Subsidiaries to maintain, or cause other Persons to maintain for the Borrower and their Subsidiaries, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its their properties (including all real properties leased or owned by itthem) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All To the extent such policies name a Loan Party or its Subsidiaries as a named insured, all policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof Agent, and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timetime as their respective interests may appear, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any the Loan Party Parties or any of its their Subsidiaries fails fail to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, coverage or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any the Loan Party Parties and its their Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, thereunder and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, subject to the rights of third parties that have been granted a Permitted Lien that is prior to the Lien in favor of the Agent.

Maintenance of Insurance. MaintainMaintain or cause Lessee(s), as applicable, liability, casualty and cause each of its Subsidiaries other insurance (subject to maintain, insurance customary deductibles and retentions) on all Property with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering against such risks as is required carried by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event the general areas in amountwhich Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, adequacy and scope reasonably satisfactory upon Agent’s request, furnish other or additional insurance deemed necessary by Agent to the Collateral Agentextent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) “All Risk” and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies covering the Collateral are of insurance on real and personal property will include an endorsement, in form and substance acceptable to be made Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 insurer will give at least thirty (30) days' ’ prior written notice to the Collateral Agent before any such policy or policies of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claimsshall be canceled. Upon the occurrence and during the continuance continuation of an a Default or Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party Borrower hereby directs all present and future insurers under its and its Subsidiaries’ “All Risk” policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower’s risk profile, to file claims under any require additional forms and limits of insurance policies, to receive, receipt and give acquittance adequately protect Lenders’ interests in accordance with Agent’s normal practices for any payments that may be payable thereundersimilarly situated borrowers, and to execute any and all endorsementsif the circumstances are unusual, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesin Agent’s sole opinion.

Maintenance of Insurance. MaintainExcept if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Parent Borrower believes (in the good faith judgment of the management of the Parent Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower Parties (for the avoidance of doubt, such coverage shall not include flood insurance except to the extent required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amountapplicable law). Subject to Section 6.16, adequacy and scope reasonably satisfactory the Borrowers shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Loan Parties and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by the Loan Parties; provided that, in case unless an Event of lossDefault pursuant to Section 8.01(a), under a standard non-contributory "lender" (f) or "secured party" clause (g) shall have occurred and are be continuing, (A) all proceeds from insurance policies shall be paid to contain such other provisions as the Borrowers or applicable Subsidiary Guarantor, (B) to the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by a Borrower and its respective Subsidiaries, and (C) the Collateral Agent agrees that each Borrower and/or its respective Subsidiaries shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policies.insurance. 177

Maintenance of Insurance. Maintain(a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Lux Borrower believes (in the good faith judgment of the management of the Lux Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any selfinsurance which the Lux Borrower believes (in the good faith judgment of management of the Lux Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Lux Borrower and in any event in amount, adequacy and scope reasonably satisfactory the Restricted Subsidiaries. The Borrowers shall use commercially reasonable efforts to the Collateral Agent. All policies covering the Collateral are to be made payable to ensure that at all times the Collateral Agent for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Borrowers and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause each Subsidiary Guarantor and are to contain such other provisions as the Collateral Agent may reasonably require for the benefit of the Secured Parties, shall be named as loss payee with respect to fully protect the Lenders' interest in property insurance maintained by the Collateral Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to any payments the Lux Borrower, (B) to be made under such policies. All certificates of insurance are to be delivered to the extent the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of receives any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Lux Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Lux Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that the Lux Borrower and/or its applicable Subsidiary shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07(a) shall be deemed satisfied if the Borrowers obtain insurance policiespolicies that are customary and appropriate for the applicable jurisdiction.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations insurance (including, without limitation, comprehensive general liability, hazard, rent hazard and business interruption insurance) with respect to its their properties (including all real properties leased or owned by itthem) and business, in such amounts and covering such risks risks, as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentAgent (the Agent acknowledges that Borrower's current insurance is satisfactory) and with such deductible or self-insured retention as are in accordance with normal industry practice and all applicable laws, rules and regulations, provided that in no event will any such deductible or self-insured retention in respect of liability claims or in respect of casualty damage exceed, in each such case, an amount per occurrence not exceeding 5% of Borrower's consolidated tangible net worth (as computed in accordance with GAAP). All policies covering the Collateral are to be made payable to the Collateral Agent for with respect to the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appearCollateral, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' Agent's interest in the Collateral and to any payments to be made with respect to the Collateral under such policies. All certificates of insurance original policies or true copies thereof covering Collateral are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be Agent, premium prepaidpaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timeAgent's favor, and shall provide for not less than 30 days' thirty (30) days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party At the Borrower's request, or any of its Subsidiaries if the Borrower fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's part for for: obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party Agent and its Subsidiariesthe Borrower, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. The provisions of this Section 7.07 are subject to any provisions in the Security Agreement which may impose additional or greater obligations on the Borrower.

Maintenance of Insurance. MaintainMaintain or cause Lessee(s), as applicable, liability, casualty and cause each of its Subsidiaries other insurance (subject to maintain, insurance customary deductibles and retentions) on all Property with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering against such risks as is required carried by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event the general areas in amountwhich Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, adequacy and scope reasonably satisfactory upon Agent’s request, furnish other or additional insurance deemed necessary by Agent to the Collateral Agentextent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) “All Risk” and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies covering the Collateral are of insurance on real and personal property will include an endorsement, in form and substance acceptable to be made Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 insurer will give at least thirty (30) days' ’ prior written notice to the Collateral Agent before any such policy or policies of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claimsshall be canceled. Upon the occurrence and during the continuance continuation of an a Default or Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party Borrower hereby directs all present and future insurers under its and its Subsidiaries’ “All Risk” policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower’s risk profile, to file claims under any require additional forms and limits of insurance policies, to receive, receipt and give acquittance adequately protect Lenders’ interests in accordance with Agent’s normal practices for any payments that may be payable thereundersimilarly situated borrowers, and to execute any and all endorsementsif the circumstances are unusual, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesin Agent’s sole opinion.

Maintenance of Insurance. (a) Maintain, and cause each of its their respective Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations insurance (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its their properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks risks, as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentLender as of the Closing Date and with such deductibles or self-insured retentions as are in accordance with normal industry practice and all applicable laws, rules and regulations; provided, however, that in no event will any such deductible or self-insured retention in respect of liability claims or in respect of casualty damage exceed, in each such case, $250,000 per occurrence. Subject to Article XII and only from and after the CIT Termination Date: (i) eEach insurance policy referred to in this Section 8.07 shall specify the Lender as loss payee thereof and contain a standard endorsement satisfactory to the Lender effecting such specification; (ii) a. All policies covering the Collateral are to be PLANET HOLLYWOOD INTERNATIONAL, INC. Exhibit 10.8 made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appearLender, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent Lender may reasonably require to fully protect the Lenders' Lender's interest in the Collateral and to any payments to be made under such policies; (iii). All certificates of insurance Uupon request, all original policies or true copies thereof are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be Lender, premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timeLender's favor, and shall provide for not less than 30 days' thirty (30) days prior written notice to the Collateral Agent Lender of the exercise of any right of modification or cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance; and (iv) at the Borrowers' request, the Collateral Agent Lender may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral AgentLender's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an . So long as no Event of DefaultDefault has occurred or is continuing, amounts received by the Lender as payee shall, if in excess of $1,000,000, be credited to the borrowings and shall be available for reborrowing, subject to the terms and conditions hereof. Insurance proceeds of $1,000,000 or less may be reinvested in the replacement of items which were the subject of the insurance recovery. At the Borrowers' request, the Collateral Agent shall have Lender may arrange for such insurance, but at the sole rightBorrowers' expense and without any responsibility on the Lender's part for obtaining the insurance, in the name solvency of the Lendersinsurance companies, any Loan Party and its Subsidiariesthe adequacy of the coverage, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement collection of any claims under any such insurance policiesclaims.

Maintenance of Insurance. Maintain, Each of the Loan Parties shall and shall cause each of its Subsidiaries to maintain, insurance with responsible financially sound and reputable insurance companies or associations (includingnot Affiliates of any Loan Party, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) insurance with respect to its their respective properties (including all real properties leased and businesses against loss or owned damage of the kinds customarily insured against by it) and Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Without limiting the foregoing, such insurance shall include insurance providing coverages for risks relating to the ownership and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally operation of its real estate (land and improvements), its personal property, general liability insurance, each in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably amounts satisfactory to the Collateral Administrative Agent in its reasonable discretion, it being agreed that the existing amounts of coverage are satisfactory, and key man life insurance in the amount of $1,000,000 on Parent’s chief executive officer. All property policies shall have a lender’s loss payable endorsement showing Administrative Agent, for the ratable benefit of the Lending Parties, as primary loss payee and waive subrogation against the Lending Parties, and all liability policies shall show Administrative Agent, on behalf of the Lending Parties, or have endorsements showing Administrative Agent, on behalf of the Lending Parties, as an additional insured. All policies covering (or the Collateral are loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Administrative Agent, on behalf of the Lending Parties, at least thirty (30) days’ notice before canceling, amending, or declining to renew its policy and ten (10) days’ notice of any non-payment of premiums. At any Lending Party’s request, Loan Parties shall deliver certified copies of all of the insurance policies of Loan Parties and its Subsidiaries and evidence of all premium payments. Subject to the provisions hereof, proceeds payable under any policy shall, during the existence of an Event of Default, be made payable to the Collateral Administrative Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor Lending Parties on account of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellationObligations. If any Loan Party or any of its Subsidiaries that is a party hereto fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense obtain insurance as required under this Section 6.07 or to pay any amount or furnish any required proof of payment to third persons and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any Administrative Agent or Lenders may make all or part of such payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any obtain such insurance policiespolicies required in this Section 6.07 and take any action under the policies that Lenders and Administrative Agent deem necessary or prudent.

Maintenance of Insurance. MaintainExcept if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower Parties (for the avoidance of doubt, such coverage shall not include flood insurance except to the extent required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amountapplicable law). Subject to Section 6.16, adequacy and scope reasonably satisfactory the Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Borrower and each Subsidiary Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, in case unless a Specified Event of lossDefault shall have occurred and be continuing, under a standard non-contributory "lender" (A) all proceeds from insurance policies shall be paid to the Borrower or "secured party" clause and are applicable Subsidiary Guarantor, (B) to contain such other provisions as the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Borrower and its Subsidiaries, and (C) the Collateral Agent 190 agrees that the Borrower and/or its Subsidiaries shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policiesinsurance.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption liability insurance) with respect to its their properties (including all real properties leased or owned by itthem) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally reasonable and prudent in accordance with sound business practice by companies in similar relation to their businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentLender, but only to the extent such Loan Party or Subsidiary owns Inventory with a Book Value in excess of $50,000 at any time. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the LendersLender, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent Lender may reasonably require to fully protect the Lenders' Lender's interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof Lender and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent Lender and such other Persons as the Collateral Agent Lender may designate from for time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent Lender of the exercise of any right of cancellation. If any Loan Party the Borrower or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent Lender may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral AgentLender's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender shall have the sole right, in the name of the Lenders, any Loan Party Lender and the Borrower and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunderthereunder solely with respect to the Collateral, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.policies solely with respect to the Collateral. (i)

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent rent, worker’s compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agentsituated. All policies covering the Collateral are to be made payable to the Notes Collateral Agent for the benefit of the Agents, the L/C Issuer and the LendersTrustee, as its interests may appear, in case of loss, under a standard non-contributory "non‑contributory “lender" ” or "“secured party" ” clause and are to contain such other provisions as the Notes Collateral Agent may reasonably require to fully protect the Lenders' Trustee’s interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Notes Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidAgent, with the loss payable and additional insured endorsement in favor of the Notes Collateral Agent and such other Persons as the Notes Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ (10 days’ in the case of non-payment) prior written notice to the Notes Collateral Agent of the exercise of any right of cancellation. If any Loan Notes Party or any of its Subsidiaries fails to maintain such insurance, the Notes Collateral Agent may arrange for such insurance, but at the Borrowers' Company’s expense and without any responsibility on the Notes Collateral Agent's ’s part or the Trustee’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, upon the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, the Notes Collateral Agent shall have the sole right, in the name of the LendersTrustee, any Loan Notes Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainAt all times during the term of this Agreement, you must maintain in full force and effect comprehensive public liability insurance against claims for bodily and personal injury, death and property damage caused by or occurring in connection with the construction, ownership, operation or conduct of the Franchised Business. The insurance must also include coverage for product liability and fire claims. Such insurance coverage must be maintained under one or more policies of insurance (each of which shall be primary coverage and shall not be contributory or secondary to any other coverage) containing minimum liability limits of One Million Dollars ($1,000,000.00), combined single limit (or greater if applicable state laws or regulations require) for each occurrence. Such insurance policy or policies must be "occurrence" policies and not "claims made" policies; must not provide for a deductible greater than One Thousand Dollars ($1,000.00) in the aggregate and must provide that no act or omission of ours or of any officer, director or employee of ours or any affiliate of ours shall invalidate or diminish any coverage thereunder. Such insurance policies must be issued by insurance carriers rated AA or above. All liability insurance policies required by this Agreement must name us, our affiliates, and cause each of its Subsidiaries to maintainour respective officers, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timedirectors, and shall employees as additional insureds; must contain a waiver by the insurance carrier of all subrogation rights against us and our affiliates, and our affiliates' respective officers, directors and employees; and, must provide for not less than 30 days' that we will receive thirty (30) days prior written notice to the Collateral Agent of the exercise termination, expiration, cancellation or modification of any right of cancellationsuch 21 <PAGE> policy. If any Loan Party or any of its Subsidiaries fails Upon thirty (30) days notice to maintain such insuranceyou, we may require you to increase the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency minimum coverage of the insurance companies, the adequacy referred to above as of the coveragenext renewal date of any policy, and require different or the collection additional kinds of claimsinsurance at any time, including excess liability (umbrella) insurance, to reflect inflation, identification of special risks, changes in law or standards of liability, higher damage awards or other relevant changes in circumstances. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name You must furnish to us annually a copy of the Lenderscertificate of insurance or other evidence thereof. We, any Loan Party at our option and its Subsidiariesin addition to our other rights and remedies under this Agreement, to file claims under any may, but will not be required to, obtain such insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereundercoverage on your behalf, and to you must promptly execute any and all endorsements, receipts, releases, assignments, reassignments applications or other documents that may be necessary forms or instruments required to effect the collection, compromise or settlement of any claims under obtain any such insurance policies.and pay to us, on demand, any costs and premiums incurred by us. Your obligation to obtain and maintain the insurance described above will not be limited in any way by reason of any insurance maintained by us, nor will your performance of such obligations relieve you of any obligations under SECTION 8.2 of this Agreement. 9.6

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies (with a Best Rating of at least AX, unless otherwise reasonably approved by the Required Lenders) or associations acceptable to the Agents (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentAgents. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. (i) Maintain, and cause each of its their respective Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations insurance (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its their properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks risks, as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentMortgagee as of the on the date as of which the Indenture is dated and with such deductibles or self-insured retentions as are in accordance with normal industry practice and all applicable laws, rules and regulations; PROVIDED, HOWEVER, that in no event will any such deductible or self-insured retention in respect of liability claims or in respect of casualty damage exceed, in each such case, $250,000 per occurrence. Each insurance policy referred to in this section 2 shall specify the Mortgagee as loss payee thereof and contain a standard endorsement satisfactory to the Mortgagee effecting such specification. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appearMortgagee, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent Mortgagee may reasonably require to fully protect the Lenders' Mortgagee's interest in the Collateral and to any payments to be made under such policies. All certificates of insurance original policies or true copies thereof are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be Mortgagee, premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timeMortgagee's favor, and shall provide for not less than 30 days' thirty (30) days prior written notice to the Collateral Agent Mortgagee of the exercise of any right of modification or cancellation. If any Loan Party So long as no Event of Default has occurred or any is continuing or would occur after giving effect to the loss giving rise to the insurance proceeds, amounts received by the Mortgagee as payee shall, if in excess of its Subsidiaries fails $1,000,000, be credited to maintain such insurancethe borrowings and shall be available for reborrowing, subject to the terms and conditions hereof. Insurance proceeds of $1,000,000 or less may be reinvested in the replacement of items which were the subject of the insurance recovery. At the Company's request, the Collateral Agent Mortgagee may arrange for such insurance, but at the Borrowers' Company's expense and without any responsibility on the Collateral AgentMortgagee's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainMaintain or cause to be maintained, and cause each of its Subsidiaries to maintain, insurance with responsible financially sound and reputable insurers rated not less than A-, Class VII by Best’s, commercial general liability insurance companies or associations (includingincluding follow-form umbrella, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) insurance and all risk property insurance for full replacement cost, in each case with respect to its liabilities, losses or damage in respect of the assets, properties (including all real properties leased and businesses of each Loan Party as may customarily be carried or owned maintained under similar circumstances by it) and businessPersons of established reputation engaged in similar businesses, in each case in such amounts and (giving effect to self-insurance), with such deductibles, covering such risks risks, and in amounts and otherwise on such terms and conditions as is required by any Governmental Authority having jurisdiction shall be customary for such Persons (including perils of flood (only with respect thereto to fee-owned real estate or, where applicable, personal property located on any leasehold estate), quake and/or wind/hail or named storms, as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated applicable) and in any event in amount, adequacy and scope reasonably satisfactory acceptable to the Collateral Administrative Agent. All policies covering Each such policy of insurance shall (i) name the Collateral are to be made payable to the Collateral Agent for the benefit Administrative Agent, on behalf of the Agents, the L/C Issuer and the Lenders, each Lender as an additional insured by endorsement thereunder as its interests may appear, (ii) in the case of losseach property insurance policy, under contain a standard non-contributory "lender" ’s loss payable clause or "secured party" clause endorsement, satisfactory in form and are substance to contain such other provisions the Administrative Agent, that names the Administrative Agent, on behalf of the Lenders, as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the lender’s loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timepayee thereunder, and shall (iii) provide for not less than 30 at least thirty (30) days' ’ prior written notice to the Collateral Administrative Agent of any modification or cancellation of such policy. The Administrative Agent and Secured Parties have no responsibility for premiums, warranties or representations to underwriters. The Loan Parties or their insurance broker shall provide a certificate of insurance upon each policy renewal or replacement in form and substance reasonably acceptable to the exercise Administrative Agent. In the event the Borrower fails within ten (10) Business Days after the Administrative Agent’s request to provide the Administrative Agent with evidence of the insurance coverage required by this Agreement, the Administrative Agent may purchase insurance at the Borrower’s expense to protect the Administrative Agent’s interests in the Collateral. This insurance may, but need not, protect the Borrower’s interests. The coverage purchased by the Administrative Agent may, but need not, pay any right of cancellationclaim made by Borrower or any claim that is made against Borrower in connection with the Collateral. The Borrower may later cancel any insurance purchased by the Administrative Agent, but only after providing the Administrative Agent with evidence that the Borrower has obtained insurance as required by this Agreement. If any Loan Party or any the Administrative Agent purchases insurance for the Collateral, to the fullest extent provided by law, the Borrower will be responsible for the costs of its Subsidiaries fails to maintain such that insurance, including interest and other charges imposed by the Collateral Administrative Agent may arrange for such insurance, but at in connection with the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining placement of the insurance, until the solvency effective date of the cancellation or expiration of the insurance. The costs of the insurance companies, may be added to the adequacy Obligations. The costs of the coverageinsurance may be more than the cost of insurance the Borrower is able to obtain on its own. If at any time any Mortgaged Property is a Flood Hazard Property, obtain a flood insurance policy or policies covering such Flood Hazard Property and contents (to the collection of claims. Upon extent the occurrence and during contents constitute Collateral), for the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name term of the Lenders, any Loan Party and its Subsidiaries, in an amount sufficient to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that cause compliance with the Flood Laws plus such additional flood coverage as may be payable thereunder, reasonably required by Administrative Agent. Such policy or policies shall be in form and substance reasonably acceptable to execute any Administrative Agent and all endorsements, receipts, releases, assignments, reassignments or other documents that shall otherwise contain such terms as may be necessary reasonably required by Administrative Agent to effect comply with the collectionFlood Laws. The coverage required hereunder may be obtained from a private insurer (to the extent permitted under the Flood Laws) or from federally-backed flood insurance available under the National Flood Insurance Program; provided that, compromise or settlement of any claims under any such insurance policiesobtained from a private insurer shall (x) conform to the criteria for such insurance identified by the Flood Laws and any other applicable Law, (y) be from an insurer reasonably acceptable to Administrative Agent (and shall not be an Affiliate of Borrower) and (z) include the following disclaimer in its policy or endorsement: “This policy meets the definition of private flood insurance contained in 42 U.S.C. 4012a(b)(7) and the corresponding regulation”.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, Maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties Properties and businesses against such liabilities, casualties, risks and contingencies as is customary in the relevant industry and sufficient to prevent a Material Adverse Effect, all such insurance to be in amounts and from insurers reasonably acceptable to the Lender, name the Lender as an additional insured (including all real properties leased or owned by itin the case of liability insurance) and businessco-loss payee (in the case of physical damage insurance), in and, upon any renewal of any such amounts insurance and covering such risks as is required at other times upon request by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amountthe Lender, adequacy and scope reasonably furnish to the Lender evidence, satisfactory to the Collateral AgentLender, of the maintenance of such insurance. All Subject to the provisions of the following sentences of this Section 5.20, the Lender shall have the right to collect, and each of the Borrower and the Guarantors hereby assigns to the Lender, any and all monies that may become payable under any policies covering of insurance relating to business interruption or by reason of damage, loss or destruction of any of the Collateral are collateral at any time subject to a Lien to secure the Obligations. In the event of any damage, loss or destruction, of any of such collateral, and provided that no Default or Event of Default has occurred and is continuing, the Borrower or applicable Guarantor shall have 90 days either (a) to replace or repair such Property or (b) to the extent such Property cannot be replaced or repaired within such 90 day period using commercially reasonable efforts, to commence repair or replacement of such Property and continue to pursue diligently such repair or replacement until completed. If the Borrower or applicable Guarantor does not comply with clause (a) or (b) of the immediately proceeding sentence, the Borrower shall promptly transfer to the Lender all unused insurance proceeds attributable to such collateral and, the Lender may, at its option, apply all such sums or any part thereof received by it toward the payment of the Obligations, whether matured or unmatured, application to be made payable first to the Collateral Agent for the benefit of the Agentsfees, the L/C Issuer then to interest and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are then to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timeprincipal, and shall provide for not less than 30 days' prior written notice deliver to the Collateral Agent of Borrower or the exercise relevant Guarantor, as the case may be, the balance, if any, after such application has been made. In the event of any right other damage, loss or destruction for which insurance proceeds are received, and provided that no Default or Event of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insuranceDefault has occurred and is continuing, the Collateral Agent Lender shall deliver any such proceeds received by it to the Borrower or the relevant Guarantor, as the case may arrange be, for such insuranceuse to repair or replace the damaged, but at destroyed or lost Property. In the Borrowers' expense and without any responsibility on event the Collateral Agent's part for obtaining the insuranceLender receives insurance proceeds not attributable to damage, destruction or loss of Property or business interruption, the solvency of Lender shall deliver any such proceeds to the insurance companies, the adequacy of the coverage, Borrower or the collection of claims. Upon relevant Guarantor, as the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that case may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesbe.

Maintenance of Insurance. Maintain, Each Loan Party shall and shall cause each of its Subsidiaries to maintain, insurance with responsible financially sound and reputable insurance companies not Affiliates of any Loan Party (including, for the avoidance of doubt, not with Airlie Protection or associations Protection for You), insurance with respect to their respective properties and businesses against loss or damage (including, without limitation, comprehensive general liabilitybusiness interruption, hazarddata breach and cyber policy liability coverage, rent products liability and workers compensation). Subject to Section 6.19, all property policies shall have a lender’s loss payable endorsement showing Collateral Agent, for the ratable benefit of the Lending Parties, as sole loss payee, and all liability policies shall show Collateral Agent, on behalf of the Lending Parties, or have endorsements showing Collateral Agent, on behalf of the Lending Parties, as an additional insured. Subject to Section 6.19, business interruption insurance) with respect insurance shall be assigned as collateral security to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent, for the ratable benefit of the Lending Parties. All policies covering (or the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the lender loss payable and additional insured endorsement in favor endorsements) shall provide that the insurer shall give Collateral Agent, on behalf of the Collateral Agent Lending Parties, at least thirty (30) days’ notice before canceling, amending, or declining to renew its policy and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 ten (10) days' prior written ’ notice to the Collateral Agent of the exercise of any right non-payment of cancellationpremiums. If At any Loan Party or any Agent’s request, Xxxxxxxxx shall deliver copies of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency all of the insurance companies, the adequacy policies of the coverage, or the collection of claimsLoan Parties and their Subsidiaries certified as complete and correct copies and that such insurance is in full force and effect. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, at its election, upon (so long as no Default or Event of Default has occurred and remains continuing) ten days prior written notice to Parent, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiespolicy. If any Loan Party fails to obtain insurance as required under this Section 6.07 or to pay any amount or furnish any required proof of payment to third persons and Lenders, Collateral Agent or Lenders, upon (so long as no Default or Event of Default has occurred and remains continuing) ten days prior written notice to Parent (which shall have the opportunity to cure such failure), may make all or part of such payments or obtain such insurance policies required in this Section 6.07 and take any action under the policies that Lenders and Collateral Agent deem necessary or prudent.

Maintenance of Insurance. MaintainExcept if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Parent Borrower believes (in the good faith judgment of the management of the Parent Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Borrowers and in any event in amountthe Restricted Subsidiaries. Subject to Section 6.16, adequacy and scope reasonably satisfactory the Borrowers shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Borrowers and each Subsidiary Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by the Borrowers and each Subsidiary Guarantor; provided that, in case unless an Event of lossDefault shall have occurred and be continuing, under a standard non-contributory "lender" (A) all proceeds from insurance policies shall be paid to the Borrowers or "secured party" clause and are the applicable Subsidiary Guarantor, (B) to contain such other provisions as the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrowers and their Subsidiaries, and (C) the Collateral Agent agrees that the Borrowers and/or their applicable Subsidiaries shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance. Notwithstanding anything to the contrary herein, with respect to Non-U.S. Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07 shall be deemed satisfied if the Parent Borrower obtains insurance policiespolicies that are customary and appropriate for the applicable jurisdiction.

Maintenance of Insurance. MaintainThe Parent will, and will cause each of its the Material Subsidiaries to maintainto, at all times maintain in full force and effect, with insurance companies that the Parent, believes (in the good faith judgment of the management of the Parent) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Parent believes (in the good faith judgment of management of the Parent) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with responsible such risk retentions) as the Parent believes (in the good faith judgment of management of the Parent) is reasonable and reputable prudent in light of the size and nature of its business; and will furnish to the Administrative Agent (for delivery to the Lenders), upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance companies so carried. Without limiting the generality of the foregoing, Borrower will maintain or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) cause to be maintained: flood insurance with respect to its properties (including all real properties leased or owned by it) and businesseach Flood Hazard Property that is located in a community that participates in the NFIP, in such amounts each case in compliance with the Flood Laws. Following the Closing Date, the Borrower shall deliver to Administrative Agent and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentTrustee annual renewals of each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. All policies covering the Collateral are In connection with any amendment to be made payable this Agreement pursuant to the Collateral Agent for the benefit which any increase, extension, or renewal of the AgentsLoans is contemplated, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are Borrower shall cause to be delivered to the Collateral Administrative Agent within 10 Business Days after receipt thereof and the policies are Collateral Trustee for each Mortgaged Property, a Flood Determination Form, the Borrower Notice and Evidence of Flood Insurance, as applicable. Each such policy of insurance shall (i) (i) name the Collateral Trustee, on behalf of the Secured Parties as an additional insured thereunder as its interests may appear and (ii) (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement reasonably satisfactory in form and substance to be premium prepaidthe Administrative Agent, with that names the Collateral Trustee, on behalf of the Secured Parties as the loss payable payee thereunder and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide provides for not less than 30 at least thirty days' ’ prior written notice to the Administrative Agent and the Collateral Agent of the exercise Trustee of any right modification or cancellation of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiespolicy.

Maintenance of Insurance. MaintainIf at any time during the life of the Contract or any extension, the Contractor fails to maintain the required insurance in full force and effect, all work under the Contract shall be discontinued immediately. Any failure to maintain the required insurance shall be sufficient cause for the CITY to terminate this Contract.  Subcontractors If the Contractor should subcontract all or any portion of the work to be performed in this contract, the Contractor shall cover the sub-contractor, and/or require each sub-contractor to adhere to all subparagraphs of its Subsidiaries these Insurance Requirements section. Similarly, any cancellation, lapse, reduction or change of sub-contractor’s insurance shall have the same impact as described above. EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 EXHIBIT C EXHIBIT 2 BOND FOR FAITHFUL PERFORMANCE KNOW ALL MEN BY THESE PRESENTS: That we, GSE CONSTRUCTION CO., INC., a CORPORATION, as Principal and , a corporation, organized and existing under the laws of the State of and duly authorized to maintaintransact business under the laws of the State of California, insurance with responsible as Surety, are held and reputable insurance companies or associations (includingfirmly bound unto the City of Stockton, without limitationa municipal corporation, comprehensive general liabilityduly created and existing under and by virtue of the laws of the State of California, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and businessas obligee, in such amounts the just and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally full sum of ONE MILLION, THREE HUNDRED-NINETEEN THOUSAND FIVE HINDRED AND xx/100 DOLLARS ($1,319,500), in accordance with sound business practice by companies in similar businesses similarly situated lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are truly to be made payable to the Collateral Agent said CITY, the said Principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presentsT. he condition of the foregoing obligation is such that the above bounded Principal has simultaneously entered into a contract with the CITY, to do and perform the following work, to wit: NORTH STOCKTON PIPELINE SODIUM HYPOCHLORITE INJECTION SYSTEM PROJECT XX. X00000 NOW, THEREFORE, if the above bounded Principal, CONTRACTOR, Company or Corporation or its subcontractor, shall well and truly perform the work contracted to be done under said contract, then this obligation to be null and void; otherwise to remain in full force and effect. No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract, or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY, and no forbearance on the part of the said CITY shall operate to relieve any Surety or Sureties from liability on this bond, and consent by said Surety is hereby given, and the said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California. SIGNED AND SEALED on APPROVED AS TO SURETY: By: PRINCIPAL APPROVED AS TO FORM & CONTENT: XXXX X. XXXXXXXXX OFFICE OF THE CITY ATTORNEY SURETY By: ASSISTANT CITY ATTORNEY By: ATTORNEY-IN-FACT BOND FOR LABOR AND MATERIAL KNOW ALL MEN BY THESE PRESENTS: That we, GSE CONSTRUCTION CO., INC., a CORPORATION, as Principal and , corporation, organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, and unto any and all material suppliers, persons, companies, or corporations furnishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the work contemplated to be executed or performed under the contract hereinafter mentioned, and all persons, companies, or corporations renting or hiring teams, or implements of machinery, for or contributing to said work and all persons who perform work or labor upon the same, and all persons who supply both work and materials, and whose claims have not been paid by the contractor, company or corporation in the just and full sum of ONE MILLION, THREE HUNDRED- NINETEEN THOUSAND FIVE HINDRED AND xx/100 DOLLARS ($1,319,500), in lawful money of the United States of America (being 100% of the contract price) for the benefit of the Agents, the L/C Issuer payment whereof well and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments truly to be made under to said CITY and to said persons jointly and severally, the said principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents. The condition of the foregoing obligations is such policies. All certificates that the above bounden Principal has simultaneously entered into a contract of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaideven date herewith, with the loss payable CITY, to do and additional insured endorsement in favor perform the following work, to-wit: NORTH STOCKTON PIPELINE SODIUM HYPOCHLORITE INJECTION SYSTEM PROJECT XX. X00000 NOW, THEREFORE, if the above bounden Principal, CONTRACTOR, Company or Corporation or its subcontractor, fail to pay for all materials, provisions, provender, or other supplies, or teams, used in, upon, for or about the performance of the Collateral Agent work contracted to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same, in an amount not exceeding the sum specified in this bond, provided that any and such other Persons all claims hereunder shall be filed and proceedings had in connection therewith as required by the Collateral Agent may designate from time to timeprovisions of Division 3, and Part 4, Title 15, Chapter 5, Article 1 of the Civil Code of California, provided that in case suit is brought upon this bond, a reasonable attorney's fee shall provide for not less than 30 days' prior written notice be awarded by the Court to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails prevailing party in said suit; said attorney's fee to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, be fixed as costs in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereundersaid suit, and to execute any be included in the judgment therein rendered. No prepayment or delay in payment and all endorsementsno change, receiptsextension, releases, assignments, reassignments addition or other documents that may be necessary to effect the collection, compromise or settlement alteration of any claims under provision of said contract or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY and no forbearance on the part of the said CITY shall operate to relieve any surety or sureties from liability on this bond, and consent to make such alterations without further notice to or consent by any such insurance policies.surety is hereby given, and the said sureties hereby waive the provisions of Sections 2819 and 2845 of the Civil Code of the State of California. SIGNED AND SEALED on . APPROVED AS TO SURETY: By: PRINCIPAL APPROVED AS TO FORM & CONTENT: XXXX X. XXXXXXXXX OFFICE OF THE CITY ATTORNEY SURETY By: ASSISTANT CITY ATTORNEY By:

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations associations, insurance (including, without limitation, comprehensive general liability, hazard, rent hazard and business interruption insurance) with respect to its their properties (including all real properties leased or owned by itthem) and business, in such amounts and covering such risks risks, as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Administrative Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appearAdministrative Agent, in case of loss, loss under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Administrative Agent may reasonably require to fully protect the Lenders' Administrative Agent's interest in the Collateral and to any payments to be made under such policies. All certificates of insurance original policies or true copies thereof are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be Administrative Agent, premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timeAdministrative Agent's favor, and shall provide for not less than 30 days' thirty (30) days prior written notice to the Collateral Administrative Agent of the exercise of any right of cancellation; provided, however, that original policies may be delivered not later than thirty (30) days from the Closing Date. If At the Parent's request, or if any Loan Party or any of its Subsidiaries Borrower fails to maintain such insurance, the Collateral Administrative Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Administrative Agent's part for for: obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent shall have the sole right, in the name of the Lenders, any Loan Party Administrative Agent and its Subsidiariesthe Borrowers, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainOn and after the date that is 30 days after the Effective Date with respect to the Borrower (and on the Effective Date with respect to the Borrower’s Subsidiaries), maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, including comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agentsituated. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance of Borrower are to be delivered to the Collateral Agent within 10 Business Days on or before the date that is 35 after receipt thereof the Effective Date and the policies are to be premium prepaid, with the loss payable and additional insured endorsement of policies of the Borrower in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timeAgent, and shall provide for not less than 30 days' days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries the Borrower fails to maintain such insuranceinsurance on or before the date that is 35 days after the Effective Date, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party Lenders and its Subsidiariesthe Borrower, to file claims under any insurance policiespolicies of the Borrower, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, Maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction consistent with prudent business practice; provided that the Borrower and its Subsidiaries may self insure to the extent consistent with prudent business practice; provided further that policies maintained with respect thereto to any Collateral located at a warehouse or as is carried generally DC shall provide coverage for Inventory at (x) the cost of such Inventory, consistent with the Loan Parties’ past practices, or (y) a selling price permitted by the Agent in accordance its Permitted Discretion. None of the Credit Parties shall be a co-insurer with sound business practice by companies any Loan Party or any other Person with respect to any fire and extended coverage policies maintained with respect to any Collateral without the prior written consent of the Agent. On or before the Effective Date, fire and extended coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include a non-contributing lenders’ loss payable clause, in similar businesses similarly situated form and in any event in amount, adequacy and scope substance reasonably satisfactory to the Collateral Agent. All policies covering , which endorsements or amendments shall provide that during a Cash Dominion Event, the Collateral are to be made insurer shall pay all proceeds otherwise payable to the Collateral Agent for Loan Parties under the benefit of policies directly to the Agents, the L/C Issuer and the LendersAgent, as its interests may appear. Within thirty (30) days following delivery of written notice from the Agent to the Borrower, in case of loss, under a standard non-contributory "lender" or "secured party" clause the Borrower shall notify the insurers and are use commercially reasonable efforts to contain have such policies amended to include such other provisions as the Collateral Agent may reasonably require from time to fully time to protect the Lenders' interest in interests of the Collateral and to any payments to be made under Credit Parties. On or before the Effective Date, commercial general liability policies (or certificates evidencing such policies) shall be endorsed to name the Agent as additional insured, as its interests may appear. All certificates Each certificate delivered by the Loan Parties’ insurance broker or insurer with respect to each property insurance policy referred to in this Section 5.01(c) shall also provide that such policy shall not be canceled, modified or not renewed other than upon not less than thirty (30) days’ prior written notice thereof which the insurance broker, or insurer, as applicable, shall, by the terms of insurance are the policy endeavor to be provide, to the Agent. The Borrower shall deliver to the Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, evidence of renewal or replacement of a policy previously delivered to the Collateral Agent, including an insurance binder therefor, together with evidence satisfactory to the Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of payment of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timepremium therefor and, and shall provide for not less than 30 days' prior written notice to the Collateral Agent upon request of the exercise Agent, a copy of any right of cancellationsuch renewal or replacement policy. If any Loan Party or any of its Subsidiaries In the event that the Borrower fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesas required pursuant to this Section 5.01(c), the Agent may obtain such insurance on behalf of the Borrower and the Loan Parties shall reimburse the Agent as provided herein for all costs and expenses in connection therewith; the Agent’s obtaining of such insurance shall not be deemed a cure or waiver of any Default or Event of Default arising from the Loan Parties’ failure to comply with the provisions of this Section 5.01(c).

Maintenance of Insurance. MaintainExcept if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Parent and the Borrower believe (in the good faith judgment of the management of the Parent and the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Parent and the Borrower believe (in the good faith judgment of management of the Parent and the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Parent and in any event in amountthe Restricted Subsidiaries. Subject to Section 6.16, adequacy and scope reasonably satisfactory the Borrower shall use commercially reasonable efforts to ensure that at all times (i) the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to U.S. general liability policies (which, for the L/C Issuer avoidance of doubt, shall not include any directors and officers policies, workers compensation, business interruption policies, automobile insurance policies, employers liability insurance policies or cyber policies) maintained by the Parent and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause Borrower and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral each Subsidiary Guarantor and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on (ii) the Collateral Agent's part , for obtaining the insurancebenefit of the Secured Parties, shall be named as loss payee and mortgagee with respect to the U.S. general property insurance maintained by the Parent, the solvency of the insurance companiesBorrower and each Subsidiary Guarantor; provided that, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of unless an Event of Default, Default shall have occurred and be continuing and either the Administrative Agent or the Collateral Agent shall have exercised its rights pursuant to Section 8.02 of this Agreement or is deemed to automatically have exercised its rights pursuant to Section 8.02 of this Agreement, (A) all proceeds from insurance policies shall be paid to the sole rightParent, in the name of Borrower or the Lendersapplicable Subsidiary Guarantor, (B) to the extent any Loan Party and its SubsidiariesAgent receives any proceeds, such Agent shall promptly turn over to file claims the Borrower any amounts received by it as an additional insured or loss payee under any insurance policiesmaintained by the Parent, to receive, receipt the Borrower and give acquittance for any payments that may be payable thereundertheir respective Subsidiaries, and (C) each Agent agrees that the Parent, the Borrower and/or their applicable Subsidiaries shall have the sole right to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under such insurance. Notwithstanding anything to the contrary herein, with respect to Parent and any Subsidiaries organized in any non-U.S. jurisdiction and Collateral located outside of the United States, the requirements of this Section 6.07 shall be deemed satisfied if the Parent and the Borrower obtain insurance policies that are customary and appropriate for the applicable jurisdiction and for the avoidance of doubt there shall be no obligation to ensure that the Collateral Agent or the Secured Parties are named as an additional insured or named as loss payee, or to deliver any certificates or endorsements with respect to any such insurance policies.. The requirements set forth in this Section 6.07 shall not apply to Allure Systems Corp.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its their properties (including all real properties leased or owned by itthem) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentLender. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the LendersLender, as its interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent Lender may reasonably require to fully protect the Lenders' Lender’s interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof Lender and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent Lender and such other Persons as the Collateral Agent Lender may designate from for time to time, and shall provide for not less than 30 days' ’ prior written notice to the Collateral Agent Lender of the exercise of any right of cancellation. If any Loan Party the Parent or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent Lender may arrange for such insurance, but at the Borrowers' ’ expense and without any responsibility on the Collateral Agent's Lender’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender shall have the sole right, in the name of the Lenders, any Loan Party Lender and the Parent and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainBorrower shall at all times maintain the insurance coverage required of it under the terms of the Project Documents. EXHIBIT A AUSTRALIAN CHARGE DOCUMENT EXHIBIT B-1 RESTRICTED ACCOUNT AGREEMENT EXHIBIT B-2 BANKERS DEED OF COVENANT EXHIBIT C-1 EXHIBIT C-2 GUARANTEE AND INDEMNITY EXHIBIT D TC PLEDGE AND SECURITY AGREEMENT FIRST AMENDMENT TO TC PLEDGE AND SECURITY AGREEMENT EXHIBIT E ROYALTY AGREEMENT EXHIBIT F TOGA SECURITY AGREEMENT EXHIBIT G-1 EQUITY LETTER OF CREDIT EXHIBIT G-2 TRI-STAR LITIGATION INDEMNITY LETTER OF CREDIT EXHIBIT H SUBORDINATION AGREEMENT EXHIBIT I TOGA-BORROWER MANAGEMENT AGREEMENT EXHIBIT J FIRST AMENDED AND RESTATED TOGC PLEDGE AND SECURITY AGREEMENT EXHIBIT K SENIOR SECURED PROMISSORY NOTE $________________ New York, New York Note No. _______ Date: April _____, 2000 FOR VALUE RECEIVED, the undersigned, TIPPERARY CORPORATION, a Texas corporation ("Promisor"), hereby unconditionally promises to pay to the order of ------------------------------------------------------------------------------- -----------------------------------------------------, or assigns ("Holder"), the principal sum of __________________ AND 00/100 DOLLARS ($__________) (or so much thereof as shall not have been repaid) on or before March 30, 2006. The undersigned also promises to pay to the Holder hereof interest on the unpaid principal hereof, at the rate set forth in and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies that certain Credit Agreement, dated as of even date herewith, among Promisor, TCW Asset Management Company in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer capacities described therein and the Lendersother parties thereto (as amended, as its interests may appear, in case of loss, under a standard non-contributory "lender" modified or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate restated from time to time, the "Credit Agreement"). All undefined capitalized terms used herein shall have the meaning given in the Credit Agreement. Payments of principal and interest shall be computed on the bases set forth in the Credit Agreement and shall provide be payable as follows: (i) from and after the Initial Funding Date and until this Note is repaid in full, Coupon Interest for each Calendar Quarter (or part thereof) shall be payable quarterly on the Quarterly Payment Date, (ii) from and after the Initial Amortization Date, principal shall be payable quarterly on the Quarterly Payment Date in the amount equal to the Principal Payment for such quarter set forth in the Credit Agreement, (iii) Late Payment Rate Interest shall be payable immediately upon accrual, and (iv) the outstanding principal balance shall be payable on the Maturity Date. Payments of principal and interest are to be made in lawful money of the United States of America in immediately available funds. This Note is issued pursuant to the Credit Agreement and is secured by and entitled to the benefits thereof. This Note is also secured by certain of, and entitled to the benefits provided in, the other Loan Documents (by the terms of which agreements the Holder hereof, by its acceptance hereof, agrees to be bound), in each case to the extent provided in said agreements. All principal under and interest on this Note shall be payable without deduction or withholding for or on account of any present or future taxes, duties, fees or other charges levied or imposed on this Note or the Holder by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein. If the Promisor is required by law to make any such deduction or withholding, it will pay the Holder such additional amounts as may be necessary so that every net payment of principal of and interest on the Note received by the Holder will not be less than 30 days' prior written notice the amount provided in the Credit Agreement to be then due and payable. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE CREDIT AGREEMENT. Subject to the Collateral Agent terms and conditions set forth in the Credit Agreement, upon surrender of this Note, duly endorsed, or accompanied by a written instrument of transfer or assignment or request for reissuance, duly executed by the registered Holder hereof or such Holder's attorney duly authorized in writing, one or more new Notes for a like principal amount will be issued to, and, at the option of the exercise Holder, registered in the name of, such Holder or the designated transferee(s) or assignee(s). Promisor may deem and treat the person in whose name this Note is registered as the Holder and owner hereof for the purpose of any right of cancellationreceiving payments and for all other purposes whatsoever. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of DefaultDefault shall occur and be continuing, the Collateral Agent shall have the sole rightprincipal of this Note may, under certain circumstances, become or be declared due and payable in the name manner and with the effect provided in the Credit Agreement. This Note shall be binding upon the successors and assigns of the Promisor and shall inure to the benefit of the successors and assigns of the Holder. This Note shall be governed by and construed in accordance with the laws of the State of New York, United States of America. Promisor hereby submits to the nonexclusive jurisdiction of the state and federal courts sitting in the State of New York and County of New York for the purposes of all legal proceedings arising out of or relating to this Note or the transactions contemplated hereby. Promisor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. TIPPERARY CORPORATION, a Texas corporation By:______________________________________________ Name: Xxxxx X. Xxxxxxxx Title: President EXHIBIT L REQUEST FOR INITIAL LOAN ADVANCE EXHIBIT M REQUEST FOR ADDITIONAL LOAN ADVANCE Reference is made to that certain First Amended and Restated Credit Agreement dated as of February 2, 2001, amending and restating that certain Credit Agreement dated as of April 28, 2000 (as from time to time amended), by and among TIPPERARY CORPORATION, a Colorado corporation ("Borrower"), TIPPERARY OIL & GAS (AUSTRALIA) PTY. LTD, a Queensland corporation ("TOGA"), and LENDERS that are party thereto, TCW ASSET MANAGEMENT COMPANY, a California corporation ("TAMCO"), as Agent, and TAMCO, as Collateral Agent. Terms which are defined in the Credit Agreement are used herein with the meanings given them in the Credit Agreement. Pursuant to the terms of the Credit Agreement, Borrower hereby requests the Lenders to make an Additional Loan Advance to Borrower in the principal amount of $________ and specifies [__________], as the date Borrower desires for the Lenders to make such Additional Loan Advance and to deliver to Borrower the proceeds thereof, by wire transfer to the following: Tipperary Corporation Acct # ______________________ [Bank]_______________________ [City, State] _______________ ABA # _______________________ To induce the Lenders to make such Additional Loan Advance, Borrower hereby represents, warrants, acknowledges, and agrees that: The officer of Borrower signing this instrument is the duly elected, qualified and acting officer of Borrower as indicated below such officer's signature hereby, having all necessary authority to act for Borrower in making the request herein contained. All representations and warranties made by Borrower, TOGA, or each Related Person in any Loan Document are true and correct on and as of the date hereof as if such representations and warranties had been made as of the date hereof. There does not exist on the date hereof any condition or event which constitutes a Default which has not been waived in writing by Collateral Agent, Agent and the Lenders; nor will any such Default exist upon Borrower's receipt and application of the AdditionalLoan Advance requested hereby. Borrower will use the Additional Loan Advance hereby requested in compliance with Section 2.4 of the Credit Agreement. Except to the extent waived in writing by Collateral Agent, Agent and the Lenders, Borrower, TOGA and each Related Person have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date hereof, and each of the conditions precedent to Additional Loan Advance contained in the Credit Agreement shall be satisfied as of the date thereof. The Loan Documents have not been modified, amended or supplemented by any Loan Party and its Subsidiariesunwritten representations or promises, by any course of dealing, or by any other means not provided for in the Credit Agreement. The person signing this instrument hereby certifies, that, to file claims under any insurance policiesthe best of [his] knowledge after due inquiry, to receivethe above representations, receipt and give acquittance for any payments that may be payable thereunderwarranties, acknowledgements, and to execute any agreements of Borrower are true, correct and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiescomplete.

Maintenance of Insurance. Maintain, and cause each of its their Subsidiaries to maintain, or other Persons shall maintain for the Parent and its Subsidiaries, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its their properties (including all real properties leased or owned by itthem) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All To the extent such policies name a Loan Party or its Subsidiaries as a named insured, all policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timetime as their respective interests may appear, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any the Loan Party Parties or any of its their Subsidiaries fails fail to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any the Loan Party Parties and its their Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, subject to the rights of third parties that have been granted a Permitted Lien that is prior to the Lien in favor of the Agent.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, (i) products liability insurance in an amount not less than $12,000,000, (ii) D&O Insurance in an amount not less than $10,000,000, and (iii) insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agent and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party Borrower or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party Borrower and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, Maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including Property and businesses against such liabilities, casualties, risks, and contingencies as is customary in the relevant industry and sufficient to prevent a Material Adverse Effect, all real properties leased or owned by it) and business, such insurance to be in such amounts and from insurers reasonably acceptable to the Required Lenders and, within 30 days of the Closing Date furnish the Collateral Agent evidence of maintenance of property damage insurance covering Collateral which names the Collateral Agent as a loss payee and as additional insured as its interest may appear, and, upon any renewal of any such risks as is required insurance and at other times upon reasonable request by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amountthe Collateral Agent, adequacy and scope furnish to the Collateral Agent evidence, reasonably satisfactory to the Collateral Agent, of the maintenance of such insurance. All policies covering The Collateral Agent shall have the Collateral are right to be made payable collect, and the Borrower hereby assigns and the Subsidiary Guarantors pursuant to the other Loan Documents have assigned to the Collateral Agent for the benefit Agent, any and all monies that may become payable under any policies of insurance by reason of damage, loss, or destruction of any of the AgentsCollateral. In the event of any damage, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under or destruction of Collateral at such time as a standard non-contributory "lender" Default or "secured party" clause an Event of Default has occurred and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insuranceis continuing, the Collateral Agent may arrange for such insurancemay, but at its option, apply all or a portion of any insurance proceeds received by it toward the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency payment of the Obligations, whether matured or unmatured, application to be made first to interest and then to principal, and shall deliver to the Borrower the balance, if any, after such application has been made. The prepayment of any LIBO Rate Loan by the application of such insurance companiesproceeds shall not require the Borrower to pay any penalty or premium, including any yield protection amounts which otherwise would be payable upon such prepayment under Section 2.22. In the adequacy event of the coverageany such damage, loss, or the collection destruction of claims. Upon the occurrence and during the continuance of an Collateral at a time when no Default or Event of DefaultDefault has occurred and is continuing, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under deliver any such proceeds received by it to the Borrower. In the event the Collateral Agent receives insurance policiesproceeds not attributable to Collateral, the Collateral Agent shall deliver any such proceeds to the Borrower.

Maintenance of Insurance. MaintainMaintain on the collateral ------------- ------------------------ under any of the Security Documents insurance against loss by fire, hazards included within the term "extended coverage", and cause each such other hazards, casualties and contingencies as the Agent may from time to time reasonably require, in an amount equal to the greater of its Subsidiaries (i) $1,000,000 or (ii) one hundred percent (100%) -- of the replacement cost of the collateral under any of the Security Documents and use commercially reasonable efforts to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and obtain business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, insurance in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agentamount of at least $1,000,000. All policies covering the Collateral are of such insurance and all renewals thereof shall be in form and substance reasonably acceptable to Agent, shall be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered loss to the Collateral Agent within 10 Business Days after receipt thereof as loss payee and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, mortgagee and shall provide for not less than 30 days' contain an endorsement requiring thirty (30) days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party prior to cancellation or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, death or property damage occurring in any building in which the limits of liability shall not be less than One Million Dollars ($1,000,000) per person and One Million Dollars ($1,000,000) per accident, together with an excess liability policy in the amount of Two Million Dollars ($2,000,000) which shall be in addition to the limits above set forth. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be delivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Borrower shall have the right of free choice in the selection of the agent or the collection insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholder's rating of claimsA or A+ in Best's latest rating guide. Upon Furthermore, the Agent shall have the right after the occurrence and during the continuance of an Event of Default, Default and is hereby constituted and appointed the Collateral Agent shall have the sole righttrue and lawful attorney irrevocable of Borrower, in the name and stead of Borrower, but in the Lendersuncontrolled discretion of said attorney, (i) to adjust, xxx for, compromise and collect any Loan Party amounts due under such insurance policies in the event of loss and its Subsidiaries, (ii) to file claims under any insurance policies, to receive, receipt and give acquittance releases for any payments that may be payable thereunder, and to execute any and all endorsementsamounts received in settlement of losses under such policies; and the same shall, receiptssubject to Section 2.6.1.3 of this Agreement, releasesat the option of the Agent, assignmentsbe applied, reassignments or other documents that may be necessary to effect --------------- after first deducting the costs of collection, compromise or settlement on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with reasonable procedures established by the Agent for use in repairing or replacing any damaged or destroyed collateral under any such of the Security Documents. The Borrower will maintain in full force and effect all "key person" life insurance policiesrequired at any time and from time to time to be maintained by the Related Transaction Documents.

Maintenance of Insurance. Maintain(a) The Master Servicer on behalf of the Trustee, as mortgagee, shall use its reasonable efforts in accordance with the Servicing Standard to cause the related Mortgagor to maintain for each Mortgage Loan (other than any Mortgage Loan as to which the related Mortgaged Property has become an REO Property), and cause each of its Subsidiaries to if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances), to the extent the Trustee as mortgagee has an insurable interest, (A) fire and hazard insurance with responsible extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) 100% of the then "full replacement cost" of the improvements and reputable insurance companies or associations equipment (includingexcluding foundations, footings and excavation costs), without limitationdeduction for physical depreciation, comprehensive general liability(ii) the outstanding principal balance of the related Mortgage Loan (together, hazardin the case of a Second Mortgage Loan, rent with the outstanding principal balance of the Senior Lien) or such other amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance and business interruption insuranceto prevent the Trustee thereunder from being deemed to be a co-insurer and (iii) the full insurable value of such Mortgaged Property, and (B) such other insurance as provided in the related Mortgage Loan. The Master Servicer shall maintain fire and hazard insurance with extended coverage from a Qualified Insurer on each REO Property in an amount which is at least equal to 100% of the then "full replacement cost" of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation. The Master Servicer shall maintain, from a Qualified Insurer, with respect to its properties each REO Property, such other insurance as provided in the related Mortgage Loan. Any amounts collected by the Master Servicer under any such policies (including all real properties leased other than amounts to be applied to the restoration and repair of the related Mortgaged Property or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally to be released to the Mortgagor in accordance with sound business practice the terms of the related Mortgage) shall be deposited into the Collection Account pursuant to Section 8.08(c), subject to withdrawal pursuant to Section 8.08(d). Any cost incurred by companies the Master Servicer in similar businesses similarly situated and in maintaining any event in amountsuch insurance shall not, adequacy and scope reasonably satisfactory for the purpose of calculating distributions to Owners, be added to the Collateral Agentunpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. All policies covering the Collateral are It is understood and agreed that no earthquake or other additional insurance other than flood insurance is to be made payable required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the Collateral Agent for the benefit terms of the Agentsrelated Mortgage, Note or other Mortgage Loan documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property is located in a federally designated special flood hazard area, the L/C Issuer and Master Servicer will use its reasonable efforts in accordance with the Lenders, as its interests may appearServicing Standard to cause the related Mortgagor to maintain or will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the least of (i) the outstanding principal balance of the related Mortgage Loan (together, in the case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidSecond Mortgage Loan, with the loss payable and additional insured endorsement in favor outstanding principal balance of the Collateral Agent Senior Lien), (ii) the maximum amount of such insurance required by the terms of the related Mortgage and as is available for the related property under the Flood Disaster Protection Act of 1973 (assuming that the area in which such other Persons property is located is participating in such program) and (iii) the minimum amount required to compensate for damage or loss on a replacement cost basis. If an REO Property is located in a federally designated special flood hazard area, the Master Servicer will obtain flood insurance in respect thereof providing substantially the same coverage as described in the Collateral Agent may designate preceding sentences. If at any time during the term of this Agreement a recovery under a flood or fire and hazard insurance policy in respect of an REO Property is not available but would have been available if such insurance were maintained thereon in accordance with the standards applied to Mortgaged Properties described herein, the Master Servicer shall either (i) immediately deposit into the Collection Account from time its own funds the amount that would have been recovered or (ii) apply to timethe restoration and repair of the property from its own funds the amount that would have been recovered, if such application would be consistent with the servicing standard set forth in Section 8.01; provided, however, that the Master Servicer shall not be responsible for any shortfall in insurance proceeds resulting from an insurer's refusal or inability to pay a claim. Costs of the Master Servicer of maintaining insurance policies pursuant to this Section 8.11 shall be paid by the Master Servicer as a Servicing Advance and shall provide for not less than be reimbursable to the Master Servicer. The Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Owners, claims under each related insurance policy maintained pursuant to this Section 8.11 in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder. The Master Servicer shall require that all insurance policies required hereunder shall name the Trustee, the Master Servicer or the Sub-Servicer as loss payee and that all such insurance policies require that 30 days' prior written notice be given to the Collateral Agent of Master Servicer before termination to the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insuranceextent required by the related Mortgage, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverageNote, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any other Mortgage Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesdocuments.

Maintenance of Insurance. Maintain, The Borrower and cause each of its Restricted Subsidiaries to maintain, insurance will maintain (with responsible and reputable insurance companies of recognized financial responsibility) or associations cause to be maintained (including, without limitation, comprehensive general liability, hazard, rent and business interruption including through self-insurance) insurance with respect to its properties (including all real properties leased or owned by it) their property and businessbusiness against such liabilities and risks, in such types and amounts and covering with such risks deductibles or self-insurance risk retentions, in each case as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are in accordance with sound business customary industry practice by for companies engaged in similar businesses similarly situated operating in the same or similar locations as the Borrower and its Restricted Subsidiaries (taken as a whole). Subject to Section 5.16(b), the loss payable clauses or provisions in (a) the applicable property loss policies insuring any event in amount, adequacy and scope reasonably satisfactory to of the Collateral Agent. All policies covering the Collateral are to shall be endorsed in favor of and made payable to the Collateral Agent Administrative Agent, for the benefit of the AgentsSecured Parties as “lender loss payee”, (b) each of the L/C Issuer Borrower’s comprehensive and general liability policies and well control and gradual pollution policies (to the Lendersextent in existence) shall name the Administrative Agent, for the benefit of the Secured Parties, as its interests may appear, in case “additional insured” and (c) each of loss, under a standard non-contributory "lender" or "secured party" clause the Borrower’s comprehensive and are to contain such other provisions general liability policies shall name each of the Lenders as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered an “additional insured” to the Collateral Agent within 10 Business Days after receipt thereof and the extent such policies are to be premium prepaid, with the loss payable and contain blanket additional insured endorsement (it being understood that in favor the case of this clause (c) the Borrower shall not have any obligation to request a specific endorsement or certificate for any Lender). The Borrower shall use commercially reasonable efforts to ensure that all policies of insurance described in clauses (a) and (b) of the Collateral preceding sentence shall provide that each insurer shall endeavor to give at least thirty (30) days prior written notice to the Administrative Agent and of any cancellation of such other Persons as insurance (or ten (10) days in the Collateral case of cancellation for non-payment of premiums). Upon the reasonable request of the Administrative Agent may designate from time to time, and the Borrower shall provide for not less than 30 days' prior written notice deliver to the Collateral Administrative Agent of information in reasonable detail as to the exercise of any right of cancellation. If any Loan Party or any of Borrower’s and its Subsidiaries fails to maintain such insuranceRestricted Subsidiaries’ insurance then in effect, stating the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency names of the insurance companies, the adequacy amounts of insurance, the dates of the coverageexpiration thereof and the properties and risks covered thereby. In the event the Borrower or any other Loan Party at any time shall fail to obtain or maintain any of the insurance required herein, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay premiums and take any other action with respect thereto which the collection of claimsAdministrative Agent deems advisable. Upon All sums so disbursed by the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent shall have the sole right, in the name constitute part of the LendersObligations, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesas provided in this Agreement.

Maintenance of Insurance. MaintainExcept if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrower believes (in the good faith judgment of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Restricted Group. Subject to Section 6.16, the Borrower shall use commercially reasonable efforts to ensure that at all times from and in any event in amount, adequacy and scope reasonably satisfactory to after the Closing Date the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the Borrower, the L/C Issuer Borrower and each Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by the Borrower and each Guarantor; provided that, in case unless an Event of lossDefault shall have occurred and be continuing subject to Section 2.05, under a standard non-contributory "lender" (A) all proceeds from insurance policies shall be paid to the Borrower or "secured party" clause and are applicable Guarantor, (B) to contain such other provisions as the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrower and its Subsidiaries and (C) the Collateral Agent agrees that the Borrower and/or its Subsidiaries shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policiesinsurance.

Maintenance of Insurance. Maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent rent, worker’s compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agentsituated. All policies covering the Collateral are to be made payable to the Notes Collateral Agent for the benefit of the Agents, the L/C Issuer and the LendersTrustee, as its interests may appear, in case of loss, under a standard non-contributory "non‑contributory “lender" ” or "“secured party" ” clause and are to contain such other provisions as the Notes Collateral Agent may reasonably require to fully protect the Lenders' Trustee’s interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Notes Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidAgent, with the loss payable and additional insured endorsement in favor of the Notes Collateral Agent and such other Persons as the Notes Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ (10 days’ in the case of non-payment) prior written notice to the Notes Collateral Agent of the exercise of any right of cancellation. If any Loan Notes Party or any of its Restricted Subsidiaries fails to maintain such insurance, the Notes Collateral Agent may arrange for such insurance, but at the Borrowers' Company’s expense and without any responsibility on the Notes Collateral Agent's ’s part or the Trustee’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, upon the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, the Notes Collateral Agent shall have the sole right, in the name of the LendersTrustee, any Loan Notes Party and its Restricted Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.”

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, Maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties Properties and businesses against such liabilities, casualties, risks and contingencies as is customary in the relevant industry and sufficient to prevent a Material Adverse Effect, all such insurance to be in amounts and from insurers reasonably acceptable to the Lender, name the Lender as an additional insured (including all real properties leased or owned by itin the case of liability insurance) and businessco-loss payee (in the case of physical damage insurance), in and, upon any renewal of any such amounts insurance and covering such risks as is required at other times upon request by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amountthe Lender, adequacy and scope reasonably furnish to the Lender evidence, satisfactory to the Lender, of the maintenance of such insurance. The Lender shall have the right to collect, and each of the Borrower and the Guarantors hereby assigns to the Lender, any and all monies that may become payable under any policies of insurance relating to business interruption or by reason of damage, loss or destruction of any of the Collateral. In the event of any damage, loss or destruction for which insurance proceeds relating to (a) business interruption exceed $250,000 or (b) Collateral Agent. All policies covering exceed ten percent (10%) of the Collateral are book value of such Collateral, the Lender may, at its option, apply all such sums or any part thereof received by it toward the payment of the Obligations, whether matured or unmatured, application to be made payable first to the Collateral Agent for the benefit of the Agentsfees, the L/C Issuer then to interest and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are then to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timeprincipal, and shall provide for not less than 30 days' prior written notice deliver to the Collateral Agent of Borrower or the exercise relevant Guarantor, as the case may be, the balance, if any, after such application has been made. In the event of any right other damage, loss or destruction for which insurance proceeds are received, and provided that no Default or Event of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insuranceDefault has occurred and is continuing, the Lender shall deliver any such proceeds received by it to the Borrower or the relevant Guarantor, as the case may be, for use to repair or replace the damaged, destroyed or lost property. In the event the Lender receives insurance proceeds not attributable to Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insuranceor business interruption, the solvency of Lender shall deliver any such proceeds to the insurance companies, the adequacy of the coverage, Borrower or the collection of claims. Upon relevant Guarantor, as the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that case may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesbe.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent rent, worker’s compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Origination Agent (it being agreed that the amount, adequacy and scope of the Loan Parties’ insurance coverage as in effect on the Effective Date is acceptable to the Origination Agent). All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the LendersSecured Parties, as its their interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ (10 days’ in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' ’ expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainThe Company shall maintain in force one or more policies of insurance on all Collateral against risks of fire (with customary extended coverage), sprinkler leakage, theft, loss or damage and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such other risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require and in any event, whether or not Collateral Agent shall so require, against such other risks customarily insured against by companies engaged in businesses similar to fully protect that of the Lenders' interest Company in such amounts containing such terms, in such form, for such periods, covering such hazards and written by such financially sound companies selected by the Collateral Company and to any payments to as may be made under such policies. All certificates of insurance are to be delivered reasonably satisfactory to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of (it being understood that the Collateral Agent and shall not by such approval or disapproval be liable to the Company or any other Persons as person in connection with the Collateral Agent may designate from time financial condition of such insurer), such insurance to time, and shall provide for not less than 30 days' prior written notice be payable to the Collateral Agent as its interest may appear in the event of loss; if requested by the Collateral Agent the policies for the same shall be deposited with the Collateral Agent; no loss shall be adjusted thereunder without the Collateral Agent’s approval which approval will not be unreasonably withheld; and the Company shall cause all such policies to provide that they may not be modified or canceled without first giving at least thirty (30) days written notice of such modification or cancellation to the Collateral Agent. In the event that the Company fails to provide evidence of the exercise maintenance of any right of cancellation. If any Loan Party or any of its Subsidiaries fails such insurance satisfactory to maintain such insurancethe Collateral Agent, the Collateral Agent may arrange for may, at its option, secure such insurance, but at insurance and charge the Borrowers' expense cost thereof to the Company (as a Secured Obligation). The Company shall also maintain casualty insurance coverage and without any responsibility other insurance coverage on its properties and business including the Collateral naming the Collateral Agent as loss payee with an endorsement reasonably satisfactory to the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence in amounts and during the continuance of an Event of Default, types and with provisions as are usually carried by others engaged in similar businesses and in all events as may be reasonably satisfactory to the Collateral Agent shall have the sole rightas to amounts, in the name of the Lenders, any Loan Party coverage and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiescarriers.

Maintenance of Insurance. MaintainEach Group Member shall (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and cause each of its Subsidiaries to maintain, insurance employee health and welfare insurance) with responsible financially sound and reputable insurance companies or associations (includingin each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient CREDIT AGREEMENT WESTWOOD ONE, without limitationINC. 92 and as is customarily carried by businesses of the size and character of the business of the Group Members (it being agreed by the Administrative Agent that the insurance policies, comprehensive general liability, hazard, rent amounts of coverage and business interruption insurancethe companies used by the Borrower on the Closing Date are satisfactory to the Administrative Agent as of the Closing Date) and (b) subject to Section 7.15 with respect to insurance in effect on the Closing Date, cause all such insurance (other than worker’s compensation insurance policies) relating to any property or business of any Loan Party to name the Administrative Agent on behalf of the Secured Parties as additional insured or lender loss payee, as agent for the Lenders, as appropriate, and to use commercially reasonable efforts to cause such insurance to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after thirty (30) days’ notice (ten (10) days’ notice of nonpayment) (or any shorter period or periods as may be agreed by the Administrative Agent in its properties sole discretion) thereof to the Administrative Agent (including all real properties leased it being agreed by the Administrative Agent that the insurance policies and certificates provided on or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably prior to the Closing Date are satisfactory to the Collateral Administrative Agent). All policies covering Notwithstanding the Collateral are requirement in clause (a) above, Federal Flood Insurance shall not be required for (x) real property that is not required to be made payable subject to a mortgage in favor of the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear(y) real property not located in a Special Flood Hazard Area, or (z) real property located in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest Special Flood Hazard Area in a community that does not participate in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesNational Flood Insurance Program.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentAgents, and shall not be less than the amount, adequacy and scope than the insurance maintained by the Borrower and its Subsidiaries on the Interim Facility Effective Date. All policies covering the Collateral are to be made payable to the Collateral Agent Agents for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policiesclause. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof Agents and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent Agents and such other Persons as the Collateral Agent Agents may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent Agents of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral any Agent may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's Agents' part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Agents shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain(a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrowers believe (in the good faith judgment of the management of the Borrowers) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrowers believe (in the good faith judgment of management of the Borrowers) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Borrowers and in any event in amount, adequacy and scope reasonably satisfactory their Restricted Subsidiaries. The Borrowers shall use commercially reasonable efforts to the Collateral Agent. All policies covering the Collateral are to be made payable to ensure that at all times the Collateral Agent for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Borrowers and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause each Subsidiary Guarantor and are to contain such other provisions as the Collateral Agent may reasonably require for the benefit of the Secured Parties, shall be named as loss payee with respect to fully protect the Lenders' interest in property insurance maintained by the Collateral Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to any payments the Borrowers, or the applicable Subsidiary Guarantor, (B) to be made under such policies. All certificates of insurance are to be delivered to the extent the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of receives any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Borrowers and its Subsidiaries, and (C) the Collateral Agent agrees that the Borrowers and/or their applicable Subsidiary shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policiesinsurance.

Maintenance of Insurance. MaintainEach Loan Party shall, and shall cause each of its Domestic Subsidiaries to maintainto, insure its properties and assets against loss or damage by fire and such other insurable hazards on terms as are generally consistent with the insurance with responsible and reputable insurance companies coverage maintained by such Loan Parties as of the Closing Date, or associations as such assets are commonly insured (includingincluding fire, without limitationextended coverage, comprehensive general liabilityproperty damage, hazardworkers’ compensation, rent public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are customarily insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary (in each case, in the reasonable judgment of the Borrowers). At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent and each of the Lenders (x) on the Closing Date and annually thereafter certificates of insurance on AXXXX 25 and 27 or 28 forms (or similar certificates) describing the insurance maintained on the Collateral, together with copies of the applicable endorsements described in the next sentence together with such certificates, and (y) from time to time a summary schedule indicating all insurance then in force with respect to its properties (including all real properties leased each of the Loan Parties. Such policies of insurance shall contain special endorsements which include the provisions specified below or owned by it) and business, are otherwise in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope form reasonably satisfactory acceptable to the Collateral AgentAdministrative Agent in its reasonable discretion. All policies covering The applicable Loan Parties shall notify the Collateral are to be made payable to the Collateral Administrative Agent for the benefit promptly of the Agents, the L/C Issuer and the Lenders, as its interests may appear, any Recovery Event causing a material loss or decline in case value of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under the estimated (or actual, if available) amount of such policiesloss or decline in value. All certificates of Any monies received by the Administrative Agent constituting property insurance are to be delivered to proceeds or condemnation proceeds may, at the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor option of the Collateral Agent and such other Persons as Administrative Agent, (a) in the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent case of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the property insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and Net Cash Proceeds received during the continuance existence of an Event of Default, be applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of this Agreement, or, if approved by the Required Lenders, disbursed to the applicable Loan Parties, (b) for losses of less than $35,000,000 (in the aggregate for any fiscal year) received at such time as no Event of Default exists, be disbursed by the Administrative Agent to the applicable Loan Parties, and (c) for losses equal to or greater than $35,000,000 (in the aggregate for any fiscal year) received at such time as no Event of Default exists, be disbursed by the Administrative Agent to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration and/or replacement of Collateral and other property in respect of which such proceeds were received; provided that at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent within ten (10) Business Days after the date of receipt of such insurance proceeds or condemnation proceeds), the Borrowers may reinvest such proceeds in assets (excluding cash and Cash Equivalents) used or useful in the business of the Borrowers and their Subsidiaries within 365 days after receipt of such proceeds, or the Borrower or such Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the sole rightBorrower in writing to the Administrative Agent), which agreement requires consummation to occur not later than the 425th day after receipt of such Net Cash Proceeds; provided, however, that if such proceeds shall not have been fully used for such purposes within such period, the Borrowers shall be required to make a prepayment in an amount equal to such proceeds (to the name extent the amount not used for reinvestment, repair, restoration and/or replacement exceeds $500,000) upon the expiration of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.period. 117

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including each Facility and all real properties leased or owned by itBorrower or any of its Subsidiaries) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower’s expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainThe Borrower will, and will cause each Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally reasonable and prudent in accordance with sound business practice by companies in similar businesses similarly situated light of the size and in any event in amount, adequacy nature of its business; and scope reasonably satisfactory will furnish to the Collateral Administrative Agent. All policies covering , upon written request from the Collateral are to be made payable Administrative Agent, information presented in reasonable detail as to the Collateral Agent insurance so carried; provided that prior to the Spinoff Date, all such insurance may be carried, at the Borrower’s option, by OPC for the benefit of the AgentsBorrower and the Subsidiaries. During any Borrowing Base Trigger Period (and only during any Borrowing Base Trigger Period), the L/C Issuer and Secured Parties shall be the Lenders, additional insureds on any such liability insurance as its their interests may appearappear and, in case if casualty insurance is obtained, the Administrative Agent shall be the additional loss payee under any such casualty insurance; provided that, so long as no Event of lossDefault has occurred and is then continuing, under a standard non-contributory "lender" the Secured Parties will provide any proceeds of such casualty insurance to the Borrower to the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or "secured party" clause repair of the property insured thereby. During any Borrowing Base Trigger Period (and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to only during any payments to be made under such policies. All certificates Borrowing Base Trigger Period), all policies of insurance are to be delivered to required by the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor terms of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and this Agreement or any Security Document shall provide for not less than that each insurer shall endeavor to give at least 30 days' ’ prior written notice to the Collateral Administrative Agent of any cancellation of such insurance (or at least 10 days’ prior written notice in the exercise case of any right cancellation of cancellationsuch insurance due to non-payment of premiums). If any Loan Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) constitutes Mortgaged Property, each applicable 100 Credit Party or any of its Subsidiaries fails to shall maintain such insurance, the Collateral Agent may arrange in full force and effect flood insurance for such insuranceproperty, but at structures and contents in such amount and for so long as required by the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesFlood Insurance Regulations.

Maintenance of Insurance. MaintainThe Company shall maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive including general liability, hazard, rent rent, worker’s compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and situated. Subject in any event in amount, adequacy and scope reasonably satisfactory each case to the Notes Collateral Agent. All Documents, including the Intercreditor Agreements, (a) all policies covering the Collateral are to be made payable to the Notes Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "noncontributory “lender" ” or "“secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All ” clause, (b) all certificates of insurance are to be delivered to the Notes Collateral Agent within 10 Business Days promptly after receipt thereof and the policies are to be premium prepaidits request, with the loss payable and additional insured endorsement in favor of the Notes Collateral Agent and such other Persons as the Notes Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ (10 days’ in the case of non-payment) prior written notice to the Notes Collateral Agent of the exercise of any right of cancellation. If any Loan Party the Company or any of its Restricted Subsidiaries fails to maintain such insurance, the Notes Collateral Agent may arrange for such insurance, but at the Borrowers' Company’s expense and without any responsibility on the Notes Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon , and (c) upon the occurrence and during the continuance of an Event of Default, the Notes Collateral Agent shall have the sole right, in the name of the Lenders, Company or any Loan Party and its SubsidiariesRestricted Subsidiary, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.. The Company shall provide the Notes Collateral Agent annually, within 45 days after the end of the Company’s fiscal year, with an Officer’s Certificate certifying compliance with the provisions of this Section 13.07. The Notes Collateral Agent shall be entitled to conclusively rely upon said Officer’s Certificate as to the Company’s compliance with the foregoing insurance requirements without further inquiry. The Notes Collateral Agent makes no representation as to and shall have no responsibility for the sufficiency or adequacy of the insurance or the issuing insurer. 137

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, The Borrower shall maintain insurance with responsible financially sound and reputable respectable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased in such companies or owned by it) and business, associations in such amounts and covering such casualties and risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are customary in accordance with sound prudent business practice by in the case of companies engaged in the same or a similar businesses business and similarly situated and in any event in amountsituated, adequacy and scope reasonably satisfactory which insurance may provide for reasonable deductibility from coverage thereof. The Borrower will, upon request, furnish to the Collateral AgentLender at reasonable intervals a certificate of an Authorized Officer setting forth the nature and extent of all insurance maintained by the Borrower. All The Borrower shall retain all incidents of ownership of the insurance maintained pursuant hereto and shall not borrow upon or otherwise impair its rights to receive the proceeds of such insurance. In the event the Borrower either fails to provide the Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies covering of insurance required above, or to pay any premium in whole or in part relating thereto, then the Collateral are Lender, without waiving or releasing any obligation or default by the Borrower hereunder, may at any time (but shall be under no obligation to act), obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto, which the Lender deems advisable. The Borrower may later cancel any such insurance purchased by the Lender, but only after providing the Lender with evidence that the Borrower has obtained the insurance coverage required by this Section. The costs of such insurance obtained by the Lender, through and including the effective date such insurance coverage is canceled or expires, shall be made payable on demand by the Borrower to the Collateral Agent for Lender, together with interest at the benefit of Default Rate on such amounts until repaid and any other charges by the Agents, the L/C Issuer and the Lenders, as its interests may appear, Lender in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, connection with the loss payable and additional insured endorsement in favor placement of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent insurance. The costs of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, which may be greater than the Collateral Agent cost of insurance which the Borrower may arrange for such insurancebe able to obtain on its own, but together with interest thereon at the Borrowers' expense Default Rate and without any responsibility on other charges by the Collateral Agent's part for obtaining Lender in connection with the insurance, the solvency placement of the such insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, added to the total Obligations due and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesowing.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries The Seller shall continue to maintain, insurance for Seller and its Subsidiaries, with responsible and reputable insurance companies companies, at its own expense, the Required Insurance Policy, in each case, in a form acceptable to Buyer, with broad coverage on all officers, employees or associations other persons (if applicable, including, without limitation, comprehensive general liabilityemployees or other person of the Manager or the General Partner who act on behalf of Seller in handling funds, hazardmoney, rent and business interruption insurancedocuments or papers relating to the Purchased Assets) (“Seller Employees”) acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Purchased Assets, with respect to any claims made in connection with all or any portion of the Purchased Assets. Any such Required Insurance Policy shall protect and insure the Seller against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Seller Employees, and such policies also shall protect and insure the Seller against losses in connection with the release or satisfaction of a Purchased Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 13(e) requiring such Required Insurance Policy shall diminish or relieve the Seller from its properties (including all real properties leased or owned by it) duties and business, obligations as set forth in this Agreement. The minimum coverage under any such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory Required Insurance Policy shall be at least equal to the Collateral AgentRequired Insurance Amount as set forth on the Addendum. All policies covering Upon the Collateral are to be made payable to the Collateral Agent for the benefit request of the AgentsBuyer, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are Seller shall cause to be delivered to the Collateral Agent within 10 Business Days after receipt thereof Buyer a certificate of insurance for such Required Insurance Policy and a statement from the policies are to insurer that such Required Insurance Policy shall in no event be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 terminated or materially modified without thirty (30) days' ’ prior written notice to the Collateral Agent of the exercise of Buyer. Seller shall name Buyer as a loss payee under any applicable Fidelity Insurance Policy and as a direct loss payee with right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims action under any insurance policies, to receive, receipt applicable Errors and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments Omissions Insurance Policy or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesProfessional Liability Insurance Policy.

Maintenance of Insurance. MaintainMaintain on the collateral ------------- ------------------------ under any of the Security Documents insurance against loss by fire, hazards included within the term "extended coverage", and cause each such other hazards, casualties and contingencies as the Agent may from time to time require, in an amount equal to the greater of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies (i) $6,000,000 or associations (including, without limitation, comprehensive general liability, hazard, rent ii) one hundred percent (100%) of the -- replacement cost of the collateral under any of the Security Documents and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, insurance in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agentamount of at least $600,000. All policies covering the Collateral are of such insurance and all renewals thereof shall be in form and substance acceptable to Agent, shall be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered loss to the Collateral Agent within 10 Business Days after receipt thereof as loss payee and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, mortgagee and shall contain an endorsement endeavoring to provide for not less than 30 days' thirty (30) days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party prior to cancellation or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of general liability insurance against claims of bodily injury, death or property damage occurring in any building in which the limits of liability shall not be less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate per year, together with an excess liability policy in the amount of Five Million Dollars ($5,000,000) which shall be in addition to the limits above set forth. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be delivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days after the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Borrower shall have the right of free choice in the selection of the agent or the collection insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholders' rating of claimsA or A+ in Best's latest rating guide. Upon Furthermore, the Agent shall have the right and is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower, in the name and stead of Borrower, but in the uncontrolled discretion of said attorney, and in any case, only during the occurrence and during the continuance of a Default or an Event of Default, the Collateral Agent shall have the sole right(i) to adjust, xxx for, compromise and collect any amounts due under such insurance policies in the name event of the Lenders, any Loan Party loss and its Subsidiaries, (ii) to file claims under any insurance policies, to receive, receipt and give acquittance releases for any payments that may be payable thereunder, and to execute any and all endorsementsamounts received in settlement of losses under such policies; and the same shall, receiptssubject to Section 2.6.1.3 of this Agreement, releasesat the option of the Agent, assignmentsbe --------------- applied, reassignments or other documents that may be necessary to effect after first deducting the costs of collection, compromise or settlement on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with reasonable procedures established by the Agent for use in repairing or replacing any damaged or destroyed collateral under any such insurance policiesof the Security Documents.

Maintenance of Insurance. Maintain, and cause ------------------------ each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent, and shall not be less than the amount, adequacy and scope than the insurance maintained by the Parent and its Subsidiaries on the Effective Date. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policiesclause. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainThe Company shall maintain in force one or more policies of insurance on all Collateral against risks of fire (with customary extended coverage), sprinkler leakage, theft, loss or damage and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such other risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require and in any event, whether or not Collateral Agent shall so require, against such other risks customarily insured against by companies engaged in businesses similar to fully protect that of the Lenders' interest Company in such amounts containing such terms, in such form, for such periods, covering such hazards and written by such financially sound companies selected by the Collateral Company and to any payments to as may be made under such policies. All certificates of insurance are to be delivered reasonably satisfactory to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of (it being understood that the Collateral Agent and shall not by such approval or disapproval be liable to the Company or any other Persons as person in connection with the Collateral Agent may designate from time financial condition of such insurer), such insurance to time, and shall provide for not less than 30 days' prior written notice be payable to the Collateral Agent as its interest may appear in the event of loss; if requested by the Collateral Agent the policies for the same shall be deposited with the Collateral Agent; no loss shall be adjusted thereunder without the Collateral Agent’s approval which approval will not be unreasonably withheld; and promptly following the Closing the Company shall cause all such policies to provide that they may not be modified or canceled without first giving at least thirty (30) days written notice of such modification or cancellation to the Collateral Agent. In the event that the Company fails to provide evidence of the exercise maintenance of any right of cancellation. If any Loan Party or any of its Subsidiaries fails such insurance satisfactory to maintain such insurancethe Collateral Agent, the Collateral Agent may arrange for may, at its option, secure such insurance, but at insurance and charge the Borrowers' expense cost thereof to the Company (as a Secured Obligation). The Company shall also maintain casualty insurance coverage and without any responsibility other insurance coverage on its properties and business including the Collateral naming the Collateral Agent as loss payee with an endorsement reasonably satisfactory to the Collateral Agent's part for obtaining , which endorsement shall be issued promptly following the insuranceClosing, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence in amounts and during the continuance of an Event of Default, types and with provisions as are usually carried by others engaged in similar businesses and in all events as may be reasonably satisfactory to the Collateral Agent shall have the sole rightas to amounts, in the name of the Lenders, any Loan Party coverage and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiescarriers.

Maintenance of Insurance. Maintain, The Borrower also agrees to maintain ------------------------ and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations pay for (including, without limitation, comprehensive general liability, hazard, rent and a) business interruption insurance, (b) public liability insurance, and (c) all such other insurance as is customary in the business in which the Borrower is engaged or which the Lender may otherwise require, and all of such insurance shall be in such amount, for such periods, with such companies and in such form as shall be satisfactory to the Lender. Borrower shall deliver to the Lender certificates of insurance with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is the insurance required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to maintained by Borrower and Guarantor with satisfactory endorsements naming the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, Lender as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policiesadditional insured there- under. All certificates Each policy of insurance are shall contain a clause requiring the insurer to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for give not less than 30 days' thirty (30) days prior written notice to the Collateral Agent Lender before any cancellation of the exercise policies for any reason whatso- ever and a clause that the interest of the Lender shall not be impaired or invalidated by any right act or neglect of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurancethe Borrower, the Collateral Agent may arrange Guarantor, or the owner of the property nor by the occupation of the premises wherein such property is located for purposes more hazardous than are permitted by said policy. The Borrower hereby directs all insurers under such insurance, but at the Borrowers' expense and without any responsibility policies of insurance on the Collateral Agentto pay all proceeds payable thereunder directly to the Lender. The Borrower hereby irrevocably makes, constitutes and appoints the Lender (and all officers, employees or agents designated by the Lender) as the Borrower's part true and lawful attorney (and agent-in-fact) for obtaining the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the solvency name of the Borrower on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance companies, the adequacy and for making all deter- minations and decisions with respect to such policies of insurance so long as any of the coverageObligations are outstanding; provided, or the collection of claims. Upon however, that prior to the occurrence and during the continuance of an Event of DefaultDefault hereunder, the Collateral Agent Lender shall have not settle or adjust any insurance claims without the sole right, in prior written approval of Borrower. If the name Borrower or the Guarantor fails to obtain and maintain any of the Lenderspolicies of insurance or to pay any premium in whole or in part, then the Lender may, at the Borrower's expense, without waiving or releasing any Loan Party obligation or default by the Borrower hereunder, procure the same, but shall not be required to do so. All sums so disbursed by the Lender, including attorneys' fees, court costs, expenses and its Subsidiariesother charges related thereto, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may shall be payable thereunderon demand by the Borrower to the Lender and shall be additional Obligations hereunder secured by the Collateral. The Borrower shall deliver to the Lender, and promptly as rendered, true copies of all reports made in any reporting forms to execute any and all endorsementsinsurance companies. Not less than thirty (30) days prior to the expiration date of the insurance policies required to be maintained by the Borrower or Guarantor, receipts, releases, assignments, reassignments the Borrower shall deliver to the Lender one or more certificates of insurance evidencing renewal of the insurance coverage required hereunder plus such other documents that evidence of payment of premiums therefor as the Lender may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesrequest.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, including comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-non contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, including comprehensive general liability, hazard, rent rent, worker's compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent (it being understood and agreed that the amount, adequacy and scope of insurance coverage that exists on the Closing Date is satisfactory to the Collateral Agent). All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory non‑contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidAgent, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Restricted Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, upon the written direction of the Collateral Agent or the Required Lenders, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Restricted Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain(a) The Master Servicer shall in accordance with Accepted Master Servicing Practices, maintain or use its best efforts to cause the related Mortgagor to maintain for each Mortgage Loan (other than REO Mortgage Loans), and cause each of its Subsidiaries to if the Mortgagor does not so maintain, the Master Servicer shall cause to be maintained for each Mortgaged Property all insurance with responsible and reputable insurance companies or associations required by the terms of the related Mortgage Loan Documents (including, without limitationbut not limited to, comprehensive hazard, business interruption, general liability, hazardand if required, rent and business rental interruption insurance) with respect to its properties (including all real properties leased ); provided, however, that if the insurance in the amount required above is not available at a commercially reasonable cost, or owned the Issuer, as mortgagee, does not have an insurable interest, as determined by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally the Master Servicer in accordance with sound business practice by companies Accepted Master Servicing Practices, the Master Servicer shall not be required to maintain such policy. Subject to the preceding sentence, hazard insurance shall be maintained in similar businesses similarly situated and the amount set forth in the related Mortgage Loan Documents but in any event in amount, adequacy and scope reasonably satisfactory an amount at least equal to the Collateral Agentreplacement cost of the improvements which are a part of the related Mortgaged Property. All Such insurance policies covering shall also provide coverage in amounts sufficient such that the Collateral are insurance carrier would not deem the Mortgagor to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer a co-insurer thereunder. The Master Servicer shall file and the Lenders, as its interests may appear, in case of loss, settle claims under a standard non-contributory "lender" or "secured party" clause and are to contain any such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such insurance policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the such policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 at least ten (10) days' prior written notice to the Collateral Agent Master Servicer of any cancellation, reduction in the amount of, or material change in, the coverage provided thereunder. If at any time the Mortgaged Property is in a federally designated special flood hazard area, the Master Servicer shall cause the related Mortgagor to maintain or will itself obtain flood insurance in respect thereof to the extent available at a commercially reasonable cost. Such flood insurance shall be in an amount equal to the lesser of (x) the unpaid principal balance of the exercise related Mortgage Loan and (y) the greater of (1) the maximum amount of such insurance required by the terms of the related Mortgage Note or Mortgage and (2) the maximum amount of such insurance that is available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program). Any cost incurred in maintaining any right insurance required pursuant to this subsection (a) shall not, for the purpose of cancellationcalculating monthly payments to the Bondholders, be added to the Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit but such cost shall be paid by the Master Servicer as a Property Protection Advance and shall be reimbursed as provided in this Servicing Agreement. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may The Master Servicer shall arrange for the application of all such insurance, but at insurance proceeds (i) to the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency restoration or repair of the insurance companiesrelated Mortgaged Property, (ii) to prepay in whole or in part the adequacy principal balance of the coveragerelated Mortgage Loan or (iii) to be released to the related Mortgagor, or as the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole rightcase may be, in all cases in accordance with the name express requirements of the Lendersapplicable Mortgage Loan Documents. To the extent the applicable Mortgage Loan Documents require the delivery of appraisals, any Loan Party and its Subsidiariesengineer's reports, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments architect's disbursement certificates or other documents that may be necessary to effect the collection, compromise or settlement of any claims under instruments before any such insurance policiesproceeds are applied, the Master Servicer shall obtain and verify the same and any costs so incurred shall be deemed to be a Property Protection Advance and shall be reimbursed as provided in this Servicing Agreement. If such insurance proceeds are to be applied to restoration or repair of the related Mortgaged Property or are to be released to the related Mortgagor, the Master Servicer shall deliver to the Indenture Trustee prior to such application or release a certificate of a Servicing Officer of the Master Servicer in reasonable detail specifying the purposes to which such proceeds are to be applied and the account or Person to which they are to be transferred.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies of similar size and in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent; provided, however, the Parent and its Subsidiaries may maintain self-insurance (which shall include insurance maintained through Milacron Assurance) in connection with the insurance requirements set forth above to the extent reasonably prudent and consistent with past practices. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall use reasonable efforts to cause its insurance providers to provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainExcept if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Borrower and in any event in amountthe Restricted Subsidiaries. Subject to Section 6.16, adequacy and scope reasonably satisfactory the Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by Holdings, the L/C Issuer Borrower and each Subsidiary Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by Holdings, in case the Borrower and each Subsidiary Guarantor; provided that, unless an Event of lossDefault shall have occurred and be continuing, under a standard non-contributory "lender" (A) all proceeds from insurance policies shall be paid to the Borrower or "secured party" clause and are applicable Subsidiary Guarantor, (B) to contain such other provisions as the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiaries shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policies.insurance. 220

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent flood, rent, worker’s compensation and business interruption insurance) with respect to the Collateral and its other properties (including all real properties property leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is (i) carried generally in accordance with sound business practice by companies in similar businesses similarly situated situated, (ii) required by any Requirement of Law, (iii) required by any Material Contract and (iv) in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its their interests may appear, in case of loss, under a standard non-non contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' ’ (ten days’ in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' ’ expense and without any responsibility on the Collateral Agent's ’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent flood, rent, worker's compensation and business interruption insurance) with respect to the Collateral and its other properties (including all real properties property leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is (i) carried generally in accordance with sound business practice by companies in similar businesses similarly situated situated, (ii) required by any Requirement of Law, (iii) required by any Material Contract and (iv) in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its their interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidAgent, with the loss payable and additional insured endorsement in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. The rights of the Collateral Agent shall not extend to property and lost rent insurance coverage obtained by the Loan Parties for the benefit of any real property lessor. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainEach Borrower shall, and shall cause each of its Restricted Subsidiaries to maintainto, insurance carry and maintain in full force and effect, at its own expense and with responsible financially sound and reputable insurance companies not Affiliates of any Borrower ( provided, however, that no Borrower nor any Guarantor or associations (includingSubsidiary shall be in breach of any Loan Document if any such insurance company ceases to be financially sound or reputable if the Borrower or Guarantor or its Subsidiaries promptly obtains insurance coverage from a different financially sound or reputable insurance company), without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, insurance in such amounts amounts, with such deductibles and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is customarily carried generally in accordance with sound business practice by companies engaged in the same or similar businesses similarly situated and owning similar properties in the localities where any event in amount, adequacy and scope reasonably satisfactory to Borrower or such Subsidiary operates. Insurance on the Collateral Agent. All policies covering the Collateral are to be made payable to shall name the Collateral Agent (for the benefit of the Lenders and Agents), as additional insured and as loss payee. Upon the request of the Administrative Agent or any Lender, the L/C Issuer and Borrowers shall furnish the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Administrative Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to timetime (but not more frequently than once per year) with reasonably detailed information as to the insurance carried by the Borrowers and, if so requested, copies of all such insurance policies. The Borrowers shall also furnish to the Administrative Agent from time to time (but not more frequently than once per year) upon the request of the Administrative Agent or any Lender a certificate, to the extent such insurance broker customarily issues such certificates, of the Borrowers’ insurance broker stating that all premiums then due on the policies relating to insurance on the Collateral have been paid, that such policies are in full force and effect and that such insurance coverage and such policies comply with all the requirements of this Section 9.04. All insurance policies required under this Section 9.04 shall provide for that they shall not less than be terminated or cancelled nor shall any such policy be materially changed in a manner adverse to any Lender or Agent without at least 30 days' ’ prior written notice to the Collateral Agent Borrowers and the Administrative Agent. Receipt of the exercise notice of any right termination or cancellation of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies or reduction of coverages or amounts thereunder (other than pursuant to a reasonable request of the Borrowers) shall entitle the Administrative Agent, acting reasonably and in good faith, to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to the first sentence of this Section 9.04 or otherwise to obtain similar insurance in place of such policies, in each case at the expense of the Borrowers.

Maintenance of Insurance. Maintain(a) The Master Servicer on behalf of the Trustee, as mortgagee, shall use its reasonable efforts in accordance with the servicing standards set forth in the FNMA Guide to cause the related Mortgagor to maintain for each Mortgage Loan (other than any Mortgage Loan as to which the related Mortgaged Property has become an REO Property), and cause each of its Subsidiaries to if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) to the extent the Trustee as mortgagee has an insurable interest (A) fire and hazard insurance with responsible extended coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (i) 100% of the then "full replacement cost" of the improvements and reputable insurance companies or associations equipment (includingexcluding foundations, footings and excavation costs), without limitationdeduction for physical depreciation, comprehensive general liabilityand (ii) the outstanding principal balance of the related Mortgage Loan or such other amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance and to prevent the Trustee thereunder from being deemed to be a co-insurer, hazardand (B) such other insurance as provided in the related Mortgage Loan. The Master Servicer shall maintain fire and hazard insurance from a Qualified Insurer with extended coverage on each REO Property in an amount which is at least equal to 100% of the then "full replacement cost" of the improvements and equipment (excluding foundations, rent footings and business interruption insurance) excavation costs), without deduction for physical depreciation. The Master Servicer shall maintain, from a Qualified Insurer, with respect to its properties each REO Property such other insurance as provided in the related Mortgage Loan. Any amounts collected by the Master Servicer under any such policies (including all real properties leased other than amounts to be applied to the restoration and repair of the related Mortgaged Property or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally to be released to the Mortgagor in accordance with sound business practice the terms of the related Mortgage) shall be deposited into the Collection Account pursuant to Section 8.08(c), subject to withdrawal pursuant to Section 8.08(d). Any cost incurred by companies the Master Servicer in similar businesses similarly situated and in maintaining any event in amountsuch insurance shall not, adequacy and scope reasonably satisfactory for the purpose of calculating distributions to Owners, be added to the Collateral Agentunpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. All policies covering the Collateral are It is understood and agreed that no earthquake or other additional insurance other than flood insurance is to be made payable required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the Collateral Agent terms of the related Mortgage, Note or other Mortgage Loan documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property is located in a federally designated special flood hazard area, the Master Servicer will use its reasonable efforts in accordance with the servicing standards set forth in the FNMA Guide to cause the related Mortgagor to maintain or will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance required by the terms of the related Mortgage and as is available for the benefit related property under the national flood insurance program (assuming that the area in which such property is located is participating in such program). If an REO Property is located in a federally designated special flood hazard area, the Master Servicer will obtain flood insurance in respect thereof providing substantially the same coverage as described in the preceding sentences. If at any time during the term of this Agreement a recovery under a flood or fire and hazard insurance policy in respect of an REO Property is not available but would have been available if such insurance were maintained thereon in accordance with the standards applied to Mortgaged Properties described herein, the Master Servicer shall either (i) immediately deposit into the Collection Account from its own funds the amount that would have been recovered or (ii) apply to the restoration and repair of the Agentsproperty from its own funds the amount that would have been recovered, if such application would be consistent with the servicing standard set forth in Section 8.01; provided, however, that the Master Servicer shall not be responsible for any shortfall in insurance proceeds resulting from an insurer's refusal or inability to pay a claim. Costs of the Master Servicer of maintaining insurance policies pursuant to this Section 8.11 shall be paid by the Master Servicer as a Servicing Advance and shall be reimbursable to the Master Servicer. The Master Servicer agrees to prepare and present, on behalf of itself, the L/C Issuer Trustee and the LendersOwners, claims under each related insurance policy maintained pursuant to this Section 8.11 in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder. The Master Servicer shall require that all insurance policies required hereunder shall name the Trustee or the Master Servicer, on behalf of the Trustee as the mortgagee, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause loss payee and are to contain that all such other provisions as the Collateral Agent may reasonably insurance policies require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than that 30 days' prior written notice be given to the Collateral Agent of Master Servicer before termination to the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insuranceextent required by the related Mortgage, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverageNote, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any other Mortgage Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesdocuments.

Maintenance of Insurance. MaintainExcept if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged in by the Borrower and in any event in amount, adequacy and scope reasonably satisfactory the Restricted Subsidiaries. The Borrower shall use commercially reasonable efforts to the Collateral Agent. All policies covering the Collateral are to be made payable to ensure that at all times the Collateral Agent for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Borrower and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause each Subsidiary Guarantor and are to contain such other provisions as the Collateral Agent may reasonably require for the benefit of the Secured Parties shall be named as loss payee with respect to fully protect the Lenders' interest in property insurance maintained by the Collateral Borrower and to any payments to each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be made under such policies. All certificates of insurance are to be delivered to continuing, (A) the Collateral Agent within 10 Business Days after receipt thereof and shall turn over to the policies are to be premium prepaid, with the loss payable and Borrower any amounts received by it as an additional insured endorsement in favor of or loss payee under any property insurance maintained by the Borrower and its Subsidiaries, (B) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Casualty Event shall be paid to the Borrower. With respect to each Material Real Property encumbered by a Mortgage, obtain flood insurance in such other Persons total amount as sufficient to comply with all applicable rules and regulations promulgated pursuant to (i) the Collateral Agent may designate National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004, each as amended from time to time, and shall provide for not less than 30 days' prior written notice to if at any time any improvements located on any such Material Real Property encumbered by a Mortgage are located within an area designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Collateral Agent of the exercise of any right of cancellation. If any Loan Party Federal Emergency Management Agency (or any of its Subsidiaries fails to maintain such insurancesuccessor agency), and otherwise comply with the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, National Flood Insurance Program as set forth in the name Flood Disaster Protection Act of the Lenders1973, any Loan Party and its Subsidiaries, as amended from time to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiestime.

Maintenance of Insurance. Maintain(a) The Master Servicer on behalf of the Trustee, as mortgagee, shall use its reasonable efforts in accordance with the Servicing Standard to cause the related Mortgagor to maintain for each Mortgage Loan (other than any Mortgage Loan as to which the related Mortgaged Property has become an REO Property), and cause each of its Subsidiaries to if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances), to the extent the Trustee as mortgagee has an insurable interest, (A) fire and hazard insurance with responsible extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) 100% of the then "full replacement cost" of the improvements and reputable insurance companies or associations equipment (includingexcluding foundations, footings and excavation costs), without limitationdeduction for physical depreciation, comprehensive general liability(ii) the outstanding principal balance of the related Mortgage Loan (together, hazardin the case of a Second Mortgage Loan, rent with the outstanding principal balance of the Senior Lien) or such other amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance and business interruption insuranceto prevent the Trustee thereunder from being deemed to be a co-insurer and (iii) the full insurable value of such Mortgaged Property, and (B) such other insurance as provided in the related Mortgage Loan. The Master Servicer shall maintain fire and hazard insurance with extended coverage from a Qualified Insurer on each REO Property in an amount which is at least equal to 100% of the then "full replacement cost" of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation. The Master Servicer shall maintain, from a Qualified Insurer, with respect to its properties each REO Property, such other insurance as provided in the related Mortgage Loan. Any amounts collected by the Master Servicer under any such policies (including all real properties leased other than amounts to be applied to the restoration and repair of the related Mortgaged Property or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally to be released to the Mortgagor in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit terms of the Agentsrelated Mortgage) shall be deposited into the Collection Account pursuant to Section 8.08(c), subject to withdrawal pursuant to Section 8.08(d). Any cost incurred by the L/C Issuer and the Lenders, as its interests may appear, Master Servicer in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under maintaining any such insurance policies.shall not, for the purpose of calculating distributions to Owners, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance other than flood insurance is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Mortgage, Note or other Mortgage Loan documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent rent, flood (to the extent a property covered by a Mortgage is located in a flood zone) and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral AgentAgent and the Required Lenders; provided, that the Loan Parties and their Subsidiaries may obtain such insurance through a Captive Insurance Subsidiary to the extent (i) such insurance is reinsured by one or more responsible and reputable insurance companies or associations, or the federal government, (ii) any reinsurance agreements between such Captive Insurance Subsidiary and such reinsurance companies described in clause (i) above shall provide for direct access to such reinsurers through a direct access cut-through endorsement for all named insureds, loss payees and mortgagees, and (iii) such arrangements are otherwise acceptable to the Collateral Agent and the Required Lenders in their reasonable discretion. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory non‑contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent or the Required Lenders may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent or any Lender may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's or such Lender's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain(a) Use commercially reasonable efforts to maintain in full force and effect, with insurance companies that the Parent Borrower believes (in the good faith judgment of the management of the Parent Borrower) are financially sound and cause each responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Borrowers and in any event in amountthe Restricted Subsidiaries. Subject to Section 6.16, adequacy and scope reasonably satisfactory the Parent Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by Holdings, the L/C Issuer Borrowers and each Subsidiary Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by Holdings, in case the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of lossDefault shall have occurred and be continuing, under a standard non-contributory "lender" (A) all proceeds from insurance policies shall be paid to the applicable Borrower or "secured party" clause and are applicable Subsidiary Guarantor, (B) to contain such other provisions as the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrowers and their Subsidiaries, and (C) the Collateral Agent agrees that the Borrowers and/or their applicable Subsidiaries shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under such insurance. (b) Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all improved real property that is located in a special flood hazard area and that constitutes Mortgaged Property, on such terms and in such amounts as required by the Flood Insurance Laws, (ii) furnish to the Collateral Agent promptly upon written request evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (iii) furnish to the Collateral Agent prompt written notice of any redesignation of any such insurance policies.improved real property into or out of a special flood hazard area. Section 6.08

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insuranceinsurance and the key man insurance provided for in Section 4.01(d)(xvii) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidprepaid or paid in installments in accordance with the prior practice of the Loan Parties, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the BorrowersLoan Parties' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainEach Loan Party will, and will cause each of its Subsidiaries to maintainto, at Borrowers’ expense, maintain insurance respecting each of each Loan Party’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with responsible financially sound and reputable insurance companies reasonably acceptable to Agent (it being agreed that, as of the Closing Date, the insurance companies listed on any insurance certificates or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) other evidence of insurance delivered to the Agent prior to the Closing Date are acceptable to Agent with respect to its properties (including all real properties leased or owned by itthe applicable type of insurance) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event event, in amount, adequacy adequacy, and scope reasonably satisfactory to Agent (it being agreed that the Collateral amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agent and the Lenders, as its their interests may appear, in case of loss, under pursuant to a standard lender’s loss payable endorsement with a standard non-contributory "“lender" ” or "“secured party" ” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' ’ interest in the Collateral and to any payments to be made under such policies. All certificates Certificates of property and general liability insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidAgent, with the lender’s loss payable and additional insured endorsement endorsements in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' thirty days (ten days in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. Unless Borrowers provide Agent with evidence of the continuing insurance coverage required by this Agreement with concurrent notice to Administrative Borrower, Agent may purchase insurance at Borrowers’ expense to protect Agent’s and Lenders’ interests in the Collateral. This insurance may, but need not, protect each Borrower’s and each other Loan Party’s interests. The coverage that Agent purchases may, but need not, pay any claim that is made against any Borrower or any other Loan Party in connection with the Collateral. Borrowers may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrowers have obtained the insurance coverage required by this Agreement. If Agent purchases insurance for the Collateral, as set forth above, Borrowers will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance and the costs of the insurance may be added to the principal amount of the Loans owing hereunder. Borrowers shall give Agent prompt notice of any loss exceeding $500,000 covered by the casualty or business interruption insurance of any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claimsSubsidiaries. Upon the occurrence and during the continuance of an Event of Default, the Collateral after receipt by Administrative Borrower of notice from Agent, Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, right to file claims under any property and general liability insurance policiespolicies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain(a) The Borrowers will, and will cause each of its their Restricted Subsidiaries to maintain(i) keep all property necessary in the business of the U.S. Parent Borrower and its Restricted Subsidiaries, insurance taken as a whole, in good working order and condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to maintain with responsible financially sound and reputable insurance companies (or associations (includingany Captive Insurance Subsidiary) insurance on, without limitationor self-insure, comprehensive general liabilityall property material to the business of the U.S. Parent Borrower and its Restricted Subsidiaries, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and businesstaken as a whole, in at least such amounts and covering against at least such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and (but including in any event public liability and business interruption) as are usually insured against in amount, adequacy and scope reasonably satisfactory the same general area by companies engaged in the same or a similar business; (iii) furnish to the Collateral Administrative Agent. All , upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies covering that provide that in the Collateral are event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to be made payable the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (vi) use commercially reasonable efforts to ensure, that subject to the Intercreditor Agreement, at all times the Collateral Agent for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies maintained by the L/C Issuer U.S. Parent Borrower and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause each other Loan Party and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect for the Lenders' interest in benefit of the Collateral and to any payments to Secured Parties, shall be made under such policies. All certificates of insurance are to be delivered named as loss payee with respect to the property insurance covering Inventory that constitutes ABL Priority Collateral Agent within 10 Business Days after receipt thereof maintained by the U.S. Parent Borrower and the policies are to be premium prepaid, each Loan Party and in accordance with the loss payable and additional insured endorsement Intercreditor Agreement as in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility effect on the Collateral Agent's part for obtaining the insurancedate hereof; provided that, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of unless an Event of DefaultDefault shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by the U.S. Parent Borrower and its Subsidiaries and (B) the Collateral Agent agrees that the U.S. Parent Borrower and/or its applicable Subsidiary shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance policiesinsurance.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent rent, worker's compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and and, in any event event, in an amount, adequacy and scope reasonably satisfactory to the Collateral Agent, it being understood that the insurance (including the amount, adequacy and scope thereof) as in effect on the Effective Date is satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with (other than with respect to director and officer policies) the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' Borrower's expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. MaintainUntil the Notes have been paid in full, the Company shall, and shall cause each of its Subsidiaries to maintainto, maintain insurance with responsible carriers against such risks and reputable insurance companies or associations (in such amounts as is customarily carried by similar businesses with deductibles, retentions, self-insured amounts and coinsurance customarily carried by similar businesses of similar size, including, without limitation, comprehensive general liabilityproperty and casualty loss, hazardand interruption of business insurance, rent and shall provide satisfactory evidence of such insurance to the Trustee prior to the anniversary or renewal date of each such policy, which certificate shall expressly state such expiration date for each policy listed. Notwithstanding the foregoing, customary insurance coverage for the purposes of this Section 4.18 shall include the following: (i) workers' compensation insurance to the extent required to comply with all applicable state or United States laws and regulations or the laws and regulations of any other applicable jurisdiction, (ii) property insurance protecting property against loss or damage by fire, lightning, windstorm, tornado, water, flood, vandalism, riot, earthquake, civil commotion, malicious mischief, hurricane and such other risks and hazards as are from time to time covered by an "all risk" policy or property policy covering "special" causes of loss, such property insurance providing coverage of not less than 100% of actual replacement value (as determined at each policy renewal based on the EW Dxxxx Xxxlding Index or some other recognized means) of any improvements with a deductible no greater than $2.0 million (other than earthquake insurance, for which the deductible may be up to 5% of the replacement value, and which may be limited to an aggregate of $15.0 million per occurrence in California and $50.0 million per occurrence in other states, unless the Board of Directors of the Company determines in good faith that such insurance, with such deductibles, is not available at commercially reasonable rates and on commercially reasonable terms in which case the Company may procure earthquake insurance with appropriate deductibles which can be obtained at commercially reasonable rates and on commercially reasonable terms) and (iii) business interruption insurance) insurance for a period of not less than one year, and in an amount based upon 100% of estimated continuing expenses and lost cash flow for the fiscal year with respect to its properties (including all real properties leased which the insurance coverage is in effect less non-continuing expenses. All insurance under this Section 4.18 shall name the Trustee as an additional insured or owned by it) and businessloss payee, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and applicable, to the extent of the interest of the Trustee in any event in amountassets covered by such insurance. All such insurance shall be issued by carriers having an A.M. Best & Company, adequacy Inc. rating of A or higher and scope a financial size category of not less than X, or if such carrier is not rated by A.M. Best & Company, Inc., having the financial stability and size deemed appropriate by the Company after consultation with a reputable insurance broker. The Company will furnish to the Trustee within 30 days of each anniversary of the Issuance Date evidence reasonably satisfactory to the Collateral Agent. All policies covering Trustee from an insurance broker or consultant that the Collateral are to be made payable to the Collateral Agent for the benefit provisions of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall this Section 4.18 have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesbeen complied with.

Maintenance of Insurance. MaintainMaintain in full force and effect, with insurance companies that Parent believes (in the good faith judgment of the management of Parent) are financially sound and cause each responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which Parent believes (in the good faith judgment of management of Parent) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged in by Parent and in any event in amount, adequacy and scope reasonably satisfactory its Subsidiaries. Parent shall use commercially reasonable efforts to the Collateral Agent. All policies covering the Collateral are to be made payable to ensure that at all times the Collateral Agent for the benefit of the AgentsSecured Parties, the L/C Issuer shall be named as an additional insured with respect to liability policies (other than directors and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause officers policies and are to contain such workers compensation) maintained by Parent and each other provisions as Loan Party and the Collateral Agent may reasonably require for the benefit of the Secured Parties shall be named as loss payee with respect to fully protect the Lenders' interest in the Collateral property insurance maintained by each Loan Party; provided that, unless an Event of Default shall have occurred and to any payments to be made under such policies. All certificates of insurance are to be delivered to continuing, (A) the Collateral Agent within 10 Business Days after receipt thereof and shall turn over to the policies are to be premium prepaid, with the loss payable and Borrowers any amounts received by it as an additional insured endorsement in favor of or loss payee under any property insurance maintained by Parent and its Subsidiaries, (B) the Collateral Agent agrees that the Borrowers and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Casualty Event shall be paid to the Borrowers; provided, however, that notwithstanding anything to the contrary set forth above, the Borrowers shall be obligated to prepay any applicable Net Cash Proceeds in accordance with the terms of Section 2.04(b)(ii). With respect to each real property located in the United States encumbered by a Mortgage, (I) obtain flood insurance in such other Persons total amount as sufficient to comply with all applicable rules and regulations promulgated pursuant to (i) the Collateral Agent may designate National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004, each as amended from time to time, if at any time any improvements located on any such Material Real Property encumbered by a Mortgage are located within an area designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and shall provide for not less than 30 days' prior written notice otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time and (II) upon the Collateral Agent reasonable request of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Administrative Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon (except after the occurrence and during the continuance continuation of an Event of Default, not to exceed one time per fiscal year), deliver to the Collateral Administrative Agent shall have evidence of compliance with clause (I) above in form and substance reasonably acceptable to the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesAdministrative Agent.

Maintenance of Insurance. MaintainBorrower shall procure and maintain property insurance policies insuring against loss or damage customarily included under so called “all risk” or “special cause of loss” forms of policies on a replacement basis for the full insurable value covering all Improvements on the Property in an amount sufficient to avoid application of any coinsurance clause, and cause each with a standard mortgagee clause in favor of its Subsidiaries Lender. Borrower shall also procure and maintain commercial general liability insurance in such coverage amounts as Lender may require with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Borrower shall maintain such other insurance, including but not limited to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent business interruption, and business interruption boiler insurance) with respect to its properties (including all real properties leased or owned by it) and business, as Lender may reasonably require, provided that Lender shall not require earthquake insurance. Notwithstanding the foregoing, in such amounts and covering such risks as is no event shall Borrower be required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally to provide property insurance in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit excess of the Agentsreplacement value of the improvements on the Property. Policies shall be written in form, amounts, coverages and basis, and with deductibles reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" policies or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are in form satisfactory to Lender, including stipulations that coverages will not be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. Should the Collateral Agent Property be located in an area designated by the Administrator of the exercise Federal Emergency Management Agency as a special flood hazard area, Borrower agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any right of cancellation. If any Loan Party prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or any of its Subsidiaries fails as otherwise required by Lender, and to maintain such insurance, insurance for the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency term of the loan. Business Loan Agreement- Loan to AZCOMS, LLC 8 Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance companiespolicy showing such information as Lender may reasonably request, including without limitation the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in following: (1) the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunderhas been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to execute any and all endorsementsLender determine, receiptsas applicable, releases, assignments, reassignments the actual cash value or other documents that may be necessary to effect the collection, compromise or settlement replacement cost of any claims under any Collateral. The cost of such insurance policiesappraisal shall be paid by Borrower.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance Debtor will maintain with responsible financially sound and reputable insurers insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in business against such amounts casualties and covering such risks contingencies as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally shall be in accordance with sound business practice by companies general practices of businesses engaged in similar businesses similarly situated activities in similar geographic areas. All such insurance policies shall (a) be in such minimum amounts that Debtor will not be deemed a co-insurer under applicable insurance laws, regulations and policies, (b) be issued by an insurance company licensed to do business in the state where the property is located having a rating of “A-” VIII or better by A.M. Best Co., in Best’s Rating Guide, (c) name “JPMorgan Chase Bank, N.A., any event and all subsidiaries as their interest may appear” as additional insureds on all liability insurance, (d) be endorsed to show that Borrower’s insurance shall be primary and all insurance carried by Collateral Agent is strictly excess and secondary and shall not contribute with Borrower’s insurance, (e) be evidenced by a certificate of insurance to be provided to Collateral, (f) include either policy or binder numbers on the Accord form, and (g) otherwise shall be in amountsuch amounts, adequacy contain such terms, be in such forms and scope be for such periods as may be reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to In addition, all such insurance shall be made payable to the Collateral Agent for as loss payee. Without limiting the benefit foregoing, Debtor will (x) 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 Agentsfull replacement cost of such property, the L/C Issuer (y) maintain all such workers’ compensation or similar insurance as may be required by law, and the Lenders, as its interests may appear(z) maintain, in case amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of lossbodily injury, under a standard non-contributory "lender" death or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaidproperty damage occurring, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole righton, in or about the name properties of the Lenders, any Loan Party Debtor; and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policiesbusiness interruption insurance.

Maintenance of Insurance. Maintain(a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and cause each effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by itbusiness) and business, in such amounts and covering against at least such risks (and with such risk retentions) as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally are usually insured against in accordance with sound business practice the same general area by companies engaged in businesses similar businesses similarly situated to those engaged by the Borrower and in any event in amount, adequacy and scope reasonably satisfactory the Restricted Subsidiaries. The Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent , for the benefit of the AgentsSecured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the L/C Issuer Borrower and each Subsidiary Guarantor and the LendersCollateral Agent, for the benefit of the Secured Parties, shall be named as its interests may appearloss payee and mortgagee with respect to the property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, in case unless an Event of lossDefault shall have occurred and be continuing, under a standard non-contributory "lender" or "secured party" clause and are (A) all proceeds from insurance policies shall be paid to contain such other provisions as the Borrower, (B) to the extent the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to receives any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Defaultproceeds, the Collateral Agent shall have turn over to the sole right, in Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the name of the Lenders, any Loan Party Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that the Borrower and/or their applicable Subsidiaries shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments adjust or other documents that may be necessary to effect the collection, compromise or settlement of settle any claims under any such insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07(a) shall be deemed satisfied if the Borrower obtains insurance policiespolicies that are customary and appropriate for the applicable jurisdiction.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent, and shall not be less than the amount, adequacy and scope than the insurance maintained by the Parent and its Subsidiaries on the Interim Facility Effective Date. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policiesclause. All certificates of insurance are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.