Common use of Insurance; Damage to or Destruction of Collateral Clause in Contracts

Insurance; Damage to or Destruction of Collateral. (1) Borrower shall, at its sole cost and expense, maintain the policies of insurance described on Schedule 3.17 as in effect on the date hereof or otherwise as is customary and prudent in the industry of Borrower. If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated by Administrative Agent), so long as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purpose.

Insurance; Damage to or Destruction of Collateral. (1) Borrower a The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers reasonably acceptable to Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent reasonably deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other reasonable charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, b Agent reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. Agent agrees that Borrower's present insurance broker (the XxXxxxxx Companies) is satisfactory to Agent. (3c Each Credit Party shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) Borrower all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as Borrowereach Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary each Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(d), provided that in the case of insurance proceeds pertaining to any Credit Party, such insurance proceeds shall remit be applied to the balance Loans owing by Borrower, or permit or require each Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $500,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 120 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds which are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Tranche A Revolving Loan (which application shall not result in a permanent reduction of the Tranche A Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the Tranche A Borrowing Base in an amount equal to the amount of such proceeds so applied. All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account. Thereafter, such funds shall be made available to Borrower to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Tranche A Revolving Credit Advance or release from the cash collateral account be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Tranche A Revolving Lenders shall make such Tranche A Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Tranche A Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Tranche A Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the Loans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s opinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds (i) the expenses, if any, expenses incurred by Administrative Agent in the collection or handling thereof, Administrative and (ii) amounts required to be paid to creditors (other than Lenders) having Permitted Encumbrances, Agent shall remit apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to Borrower which any Credit Party that is not a Borrower, such insurance proceeds shall be applied ratably to all of the Loans owing by each Borrower, or permit or require the applicable Credit Party to use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposedestruction.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Borrowers shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borrowerwith insurers acceptable to Agent. If any Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for any Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from any Borrower's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in any Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by any Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Borrower) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that each Borrower and its Material Subsidiaries are is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, each Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000continuing, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $50,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d), or permit or require the applicable Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, (a) if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $50,000.00 in the Purposeaggregate, Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property, and (b) if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and such insurance proceeds exceed $50,000.00 in the aggregate, Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property, provided that if such Borrower shall not have completed such replacement, restoration, repair or rebuilding within 360 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds which are to be made available to any Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan of such Borrower (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the separate Borrowing Base of the affected Borrower in an amount equal to the amount of such proceeds so applied or a cash collateral account subject to a Control Letter. Thereafter, such funds shall be made available to that Borrower to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower Representative shall request a Revolving Credit Advance or a release from such cash collateral account be made to such Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or release from such cash collateral account; and (iii) the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.2(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance policies naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent and Lenders, as additional insured. (d) Solely with respect to such “All Risk” and other casualty insurance policies, Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds under such insurance policies exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" policies of insurance” policies, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" policies of insurance” policies. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d), or permit or require Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $1,000,000 in the Purposeaggregate, Agent shall permit Borrower to replace, restore, repair or rebuild the Collateral; provided that if Borrower has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) in form and with insurers acceptable to Administrative Agent (it being acknowledged that as in effect on of the date hereof or otherwise as is customary the current form and prudent in the industry of Borrowerinsurers are acceptable). If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Administrative Agent deems advisable. Administrative No Agent shall have no any obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative no Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Administrative Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any material change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAdministrative Agent's opinion, adequately protect Collateral Administrative Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAdministrative Agent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Administrative Agent, on behalf of itself, the other Agent and Lenders, as loss payee with respect to the Collateral, and (ii) all general liability and other liability policies naming Administrative Agent, on behalf of itself, the other Agent and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d), or permit or require the applicable Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect, Administrative Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property; provided that if such Borrower shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Administrative Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds which are to be made available to any Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Administrative Agent to reduce the outstanding principal balance of the Revolving Loan of such Borrower (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and secondly for upon such application, (i) Borrower Representative shall request a Revolving Credit Advance be made to such Borrower in the Purposeamount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Lenders shall make such Revolving Credit Advance; and (iii) the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days’ prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any material change in the product mix assets maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild reduction of the Collateral Obligations in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.10.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower and its Domestic Subsidiaries shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 5.18 as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower or any of its Domestic Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's ’s or any Domestic Subsidiary’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. . (b) Borrower shall deliver to Administrative Agent, in form and substance reasonably satisfactory to Requisite LendersAgent, endorsements to (ai) all "“All Risk" ” and business interruption insurance naming Agent, on behalf of Borrower itself and its Material Subsidiaries naming Collateral Agent Lenders, as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (bii) all general liability and other liability policies (excluding director’s and officer’s insurance) naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents itself and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industryas additional insured. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims of Borrower and its Domestic Subsidiaries under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting from such any insurance proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.5(f); provided that in the case of insurance proceeds pertaining to Borrower or any Domestic Subsidiary, such insurance proceeds shall be applied to the Loans owing by Borrower. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and such insurance proceeds do not exceed $1,000,000 in the aggregate, Agent shall remit permit Borrower or the balance applicable Domestic Subsidiary to replace, restore, repair or rebuild the property; provided that if Borrower or such Domestic Subsidiary has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within one year of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.5(f). All insurance proceeds that are to be made available to Borrower which shall use such money, or any part thereof, firstly its Domestic Subsidiary to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a diligent permanent reduction of the Revolving Loan Commitment) and expeditious manner upon such application, Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. Thereafter, such funds shall be made available to Borrower, or its applicable Domestic Subsidiary to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Revolving Credit Advance in the amount requested to be released; (ii) so long as the conditions set forth in Section 7.2 have been met and subject to the provisions of any Mortgage encumbering such Collateral, Revolving Lenders shall make such Revolving Credit Advance; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with materials and workmanship respect to such insurance proceeds shall be reduced by the amount of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposesuch Revolving Credit Advance.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) in form and with insurers recognized as in effect on the date hereof or otherwise as is customary and prudent in the industry of Borroweradequate by Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Collateral Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral Agent's, Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Collateral Agent, on behalf of itself, Agent and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Collateral Agent, on behalf of itself, Agent and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents (including Collateral Agent) designated by Administrative Agent), so long as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000continuing, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. Agent is hereby authorized either itself or to cause Collateral Agent to directly collect all insurance proceeds relating to the Collateral, so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed $5,000,000. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent or Collateral Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply (or cause Collateral Agent to apply) such proceeds to the balance reduction of the Obligations in accordance with Section 1.2(c), or permit or require the applicable Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $5,000,000 in the Purposeaggregate, Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property; provided that if such Borrower shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply (or cause Collateral Agent to apply) such insurance proceeds to the Obligations in accordance with Section 1.2(c). All insurance proceeds which are to be made available to any Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent or Collateral Agent to reduce the outstanding principal balance of the Revolving Loan of such Borrower (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the separate Borrowing Base of the affected Borrower in an amount equal to the amount of such proceeds so applied. Thereafter, such funds shall be made available to that Borrower to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower Representative shall request a Revolving Credit Advance be made to such Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Lenders shall make such Revolving Credit Advance; and (iii) the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.2(c).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Loan Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Loan Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Loan Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Loan Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Loan Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Loan Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Loan Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Loan Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Loan Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$250,000, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(c); or permit or require the applicable Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $250,000 in the Purposeaggregate, Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property; provided that if such Borrower shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 120 days of such casualty, (i) Borrower Representative shall request a Revolving Credit Advance be made to such Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Lenders shall make such Revolving Credit Advance and the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(c).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Borrowers shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Lender. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Lender) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Lender in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If any Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent Lender may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Lender deems advisable. Administrative Agent Lender shall have no obligation to obtain insurance for any Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent Lender shall not be deemed to have waived any Default or Event of Default arising from any Borrower's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal feesreasonable attorneys'fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent Lender and shall be additional Obligations hereunder secured by the Collateral. . (b) Each Borrower shall deliver to Administrative AgentLender, in form and substance reasonably satisfactory to Requisite LendersLender, endorsements to (ai) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent Lender as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (bii) all general liability and other liability policies naming Collateral Agent Lender as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Each Borrower irrevocably makes, constitutes and appoints Administrative Agent Lender (and all Related Parties officers, employees or agents designated by Administrative AgentLender), so long as any Default or Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent Lender shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent Lender of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent Lender in the collection or handling thereof, Administrative Agent shall remit if permitted hereunder, Lender may, at its option, permit or require the balance applicable Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposedestruction.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 DISCLOSURE SCHEDULE (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as Borrowereach Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary each Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with SECTION 1.3(d), provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall remit be applied to the balance Loans owing by Borrower, or permit or require each Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $500,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with SECTION 1.3(d); provided further that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the Loans owing by Borrower. All insurance proceeds which are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account. Thereafter, such funds shall be made available to such Credit Party to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Revolving Credit Advance or release from the cash collateral account be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in SECTION 2.2 have been met, Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with SECTION 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the Loans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Borrowers shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 3.18 as in effect on the date hereof or otherwise as is customary may obtain and prudent maintain other policies of insurance in form and amounts and with insurers reasonably acceptable to Lender. All policies of insurance (or the loss payable and additional insured endorsements delivered to Lender) that relate to coverage involving the Collateral shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Lender in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If any Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent Lender may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Lender deems advisable. Administrative Agent Lender shall have no obligation to obtain insurance for any Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent Lender shall not be deemed to have waived any Default or Event of Default arising from any Borrower's failure to maintain such insurance or pay any premiums therefortherefore. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent Lender and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing shall bear interest at the standard mortgage clause approved by the Insurance Bureau of Canada and Default Rate until paid in full to Lender. (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, Lender reserves the right at any time upon any change in any Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Borrower) to require additional forms and limits of insurance to, in the Lender's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral AgentLender's interests, on behalf of Agents interests and Lenders, Lien in all or any portion of the Collateral and to ensure that each Borrower and its Material Subsidiaries are is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative AgentLender, acting on the instructions of Requisite Lenders, each Borrower shall deliver to Administrative Agent Lender from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersLender, with respect to its insurance policies. (3c) Each Borrower shall deliver to Lender, in form and substance reasonably satisfactory to Lender, endorsements to all general liability and other liability policies naming Lender, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent Lender (and all Related Parties officers, employees or Lenders designated by Administrative AgentLender), so long as any Default or Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as such Borrower's and its Material Subsidiaries' true and lawful agent Lender and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" all policies of insuranceinsurance relating to coverage of the Collateral, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent Lender shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Borrower's Representative shall promptly notify Administrative Agent Lender of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds (i) the expenses, if any, expenses incurred by Administrative Agent Lender in the collection or handling thereof, Administrative Agent and (ii) amounts required to be paid to creditors (other than Lender) having Permitted Encumbrances, Lender may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.2(c). Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect, Lender shall remit permit the balance to applicable Borrower which shall use such money, or any part thereof, firstly to replace, repairrestore, restore repair or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposeproperty.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower Mortgagor shall, at its sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 as in effect on 3.18 of the date hereof Credit Agreement relating to the Property or otherwise as is customary and prudent in the industry of Borrowersubstantially equivalent coverage with reputable insurers. If Borrower Mortgagor at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent Mortgagee may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums premium and take any other action with respect thereto which Requisite Lenders Mortgagee deems reasonably advisable. Administrative Agent Mortgagee shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries Mortgagor or pay any premiums therefor. By doing so, Administrative Agent Mortgagee shall not be deemed to have waived any Default or Event of Default arising from BorrowerMortgagor's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Mortgagor to Administrative Agent Mortgagee and shall be additional Obligations hereunder secured by Secured Indebtedness. Mortgagor must provide Mortgagee fifteen (15) days prior written notice of any non-renewal, cancellation or amendment of the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and policies required above. (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Borrower Mortgagor irrevocably makes, constitutes and appoints Administrative Agent Mortgagee (and all Related Parties officers, employees or agents designated by Administrative Agent), so long Mortgagee) as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insuranceinsurance requested above, endorsing the name of Borrower or any Subsidiary Mortgagor on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent ; provided that so long as no Event of Default shall have no duty occurred and be continuing, Mortgagor shall have the right to exercise direct any rights or powers granted to it pursuant to the foregoing power-of-attorneysuch settlements and adjustments in its sole discretion. Borrower Mortgagor shall promptly notify Administrative Agent Mortgagee of any loss, damage, or destruction to the Collateral Property in the amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insurance. If an Event of Default shall have occurred and be continuing, Mortgagee is hereby authorized to collect all insurance proceeds relating to the Property . After deducting from such proceeds the expenses, if any, incurred by Administrative Agent Mortgagee or Mortgagor in the collection or handling thereof, Administrative Agent shall remit Mortgagee may, at its option, apply all net proceeds to the balance Secured Indebtedness in accordance with the Credit Agreement or permit or require Mortgagor to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild replace the Collateral Property in a diligent and expeditious manner manner. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) and such insurance proceeds do not exceed $5,000,000 in the aggregate, Mortgagee shall permit Mortgagor to replace the Property, and shall release such insurance proceeds therefor, so long as no Event of Default shall have occurred and be continuing at the time of any requested release of funds; provided that, if Mortgagor shall not have completed the replacement of the Property within 270 days of such casualty (excluding delays due to force majeure), Mortgagee may apply such insurance proceeds to the Secured Indebtedness in accordance with materials the Credit Agreement. Except as otherwise provided in this Section and workmanship of substantially in the same quality as existed before Credit Agreement, all insurance proceeds which are to be made available to Mortgagor to replace the lossProperty shall first be applied by Mortgagee in accordance with the Credit Agreement, damage or destruction and secondly for the Purposeany excess shall be released to Mortgagor.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect -------------------------- on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-of- attorney. Borrower Representative shall promptly notify Administrative Agent of (i) any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $750,000 or more, whether or not covered by insurance. After deducting from insurance and (ii) following any loss, damage or destruction to the Collateral in the (i) Borrower Representative shall request an Advance be made to such proceeds the expenses, if any, incurred by Administrative Agent Credit Party in the collection or handling thereofamount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Administrative Agent Lenders shall remit make such Advance and the balance Reserve ----------- established with respect to Borrower which such insurance proceeds shall use be reduced by the amount of such money, or any part thereof, firstly Advance. To the extent not used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purpose.Section 1.3(d). --------------

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild reduction of the Collateral Obligations in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 5.18 as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days’ prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lenderscredit judgment, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Credit Party shall: (i) deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to or assignments of (A) all “All Risk” insurance naming Agent, on behalf of itself and Lenders, as loss payee or assignee, (B) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured; and (ii) shall, in good faith, endeavor to deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to or assignments of all business interruption (i) such Borrower irrevocably makesshall request a Revolving Credit Advance or release from the cash collateral account be made to such Credit Party, constitutes and appoints Administrative Agent as applicable, in the amount requested to be released; (and all Related Parties designated by Administrative Agent), ii) so long as the conditions set forth in Section 7.2 have been met and subject to the provisions of any Event Mortgage encumbering such Collateral, Revolving Lender shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000applied against the Revolving Loans, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in accordance with Section 1.5(c) or 1.5(d), as applicable; provided, that in the case of insurance proceeds pertaining to any Credit Party other than a diligent Borrower, such insurance proceeds shall be applied, in the case of a Credit Party that is a Subsidiary of a Borrower, as if such Borrower owned the property that generated such proceeds and expeditious manner with materials and workmanship in the case of substantially a Credit Party (other than a Borrower) that owns the same quality Stock of a Borrower, as existed before if any Borrower owned the loss, damage or destruction and secondly for the Purposeproperty that generated such proceeds.

Insurance; Damage to or Destruction of Collateral. (1) Borrower shall, at its sole cost and expense, maintain the policies of insurance described on Schedule 3.17 3.17and the Disclosure Letters as in effect on the date hereof or otherwise as is customary and prudent in the industry of Borrower. If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated by Administrative Agent), so long as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposepurposes hereof.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 in DISCLOSURE SCHEDULE (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisableadvisable in its reasonable credit judgment. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lenderscredit judgment, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, broker reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000US$500,000 or the Equivalent Amount in Canadian Dollars, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative CREDIT AGREEMENT shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 US$250,000 (or the Equivalent Amount in Canadian Dollars) or more, whether or not covered by insurance. After deducting from such proceeds (i) the expenses, if any, expenses incurred by Administrative Agent in the collection or handling thereof, Administrative and (ii) amounts required to be paid to creditors (other than Lenders) having Permitted Encumbrances, Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with SECTION 1.3(d). Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and such insurance proceeds do not exceed US$500,000 or the Equivalent Amount in Canadian Dollars in the aggregate, Agent shall remit permit the balance applicable Borrower to replace, restore, repair or rebuild the property; provided, that if such Borrower which shall use not have completed or entered into binding agreements to complete such moneyreplacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with SECTION 1.3(d). All insurance proceeds that are to be made available to any part thereof, firstly Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan of such Borrower (which application shall not result in a diligent permanent reduction of the Revolving Loan Commitment) and expeditious manner upon such application, Agent shall establish a Reserve against such Borrower's Borrowing Base in an amount equal to the amount of such proceeds so applied. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSECTION 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s opinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000, $3,000,000 as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall remit be applied ratably to all of the balance Loans owing by each Borrower, or permit or require the applicable Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $250,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d); provided, further, that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall be applied ratably to all of the Loans owing by each Borrower. All insurance proceeds that are to be made available to any Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Term Loan in inverse order of maturity. All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account. Thereafter, such funds shall be made available to that Borrower or Credit Party to provide funds to replace, (i) Borrower Representative shall request a release from the cash collateral account be made to such Borrower or Credit Party in the amount requested to be released and provide supporting documentation acceptable to Agent, and (ii) so long as no Default or Event of Default exists, Agent shall release funds from the cash collateral account. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall be applied ratably to all of the Loans owing by each Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d), or permit or require Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $1,000,000 in the Purposeaggregate, Agent shall permit Borrower to replace, restore, repair or rebuild the property; provided that if Borrower has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the Borrowing Availability in an amount equal to the amount of such proceeds so applied. All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral shall be (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d). (d) On or prior to the date which is 90 days after the Closing Date, the Borrower shall obtain a “key man” life insurance policy on Gxx Xxxxxxxx in an amount of not less than $5,000,000. The Borrower shall cause “key man” insurance on Exxx Xxxxxxx in an amount not less than $1,000,000 and the “key man” policy on Gxx Xxxxxxxx required pursuant to the preceding sentence to (i) be maintained at all times until the Termination Date, (ii) be in form and substance, and issued by an insurance company, satisfactory to the Agent, (iii) name the Agent as the beneficiary thereof and (iv) be collaterally assigned to the Agent pursuant to documentation satisfactory to the Agent.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 DISCLOSURE SCHEDULE (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any material adverse change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's good faith opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$2,000,000 (or the Equivalent Amount thereof), as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purpose.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 3.18 or substantially equivalent coverage in form and with insurers reasonably recognized as in effect on the date hereof or otherwise as is customary and prudent in the industry of Borroweradequate by Agent. If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems reasonably advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any material change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including including, without limitation, any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver or cause to be delivered to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Loan Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long ) as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary each such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent ; provided that so long as no Event of Default shall have no duty occurred and be continuing, Borrower shall have the right to exercise participate in any rights or powers granted to it pursuant to the foregoing power-of-attorneysuch settlements and adjustments. Borrower The Credit Parties that are signatories hereto shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. Agent is hereby authorized to collect all insurance proceeds relating to the Collateral. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of (i) Borrower shall request a Swing Line Advance or Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Agent shall remit make such Swing Line Advance or Revolving Credit Advance; and (iii) the balance Reserve established with respect to Borrower which such insurance proceeds shall use be reduced by the amount of such money, Swing Line Advance or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeRevolving Credit Advance.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance policies naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent and Lenders, as additional insured. (d) Solely with respect to such “All Risk” and other casualty insurance policies, Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds under such insurance policies exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" policies of insurance” policies, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" policies of insurance” policies. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(c), or permit or require Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $1,000,000 in the Purposeaggregate, Agent shall permit Borrower to replace, restore, repair or rebuild the Collateral; provided that if Borrower has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(e). All insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied in accordance with the terms of the First Lien Credit Agreement, until the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement) has occurred. After the occurrence of the Discharge of First Lien Obligations, all insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be deposited in a cash collateral account in which Agent has a first priority Lien and thereafter such funds shall be made available to such Credit Party to provide funds to replace, repair, restore or rebuild the Collateral upon Agent’s receipt of a request from Borrower to release such funds in connection with any such replacement, repair, restoration or rebuilding, subject to the foregoing provisions of this Section 5.4(c). To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(c).

Insurance; Damage to or Destruction of Collateral. (1) Borrower a. The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 3.18 as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers reasonably acceptable to Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent reasonably deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable within ten Business Days after demand, on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, b. Agent reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance insurance, if available at commercially reasonable rates, to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. c. Each Credit Party shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (3i) Borrower all "All Risk" and business interruption insurance naming Agent, on behalf of the Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $100,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations, or permit or require the applicable Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $2,000,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property subject to and upon the terms and conditions set forth in Section 1.18; provided that if such Credit Party shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.2.3.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 as DISCLOSURE SCHEDULE (3.18) and the insurance required by the Collateral Documents in effect on the date hereof or otherwise as is customary form and prudent in the industry of Borrowerwith insurers acceptable to Administrative Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Administrative Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Administrative Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAdministrative Agent's opinion, adequately protect Collateral both Administrative Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAdministrative Agent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, endorsements to (i) all "All Risk" insurance naming Administrative Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Administrative Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$5,000,000, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such Borrower's "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more (or, with respect to Vessels, $1,000,000 or more, as is provided in the Vessel Mortgage), whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the obligations in accordance with SECTION 1.3(d), or permit or require Borrowers to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $5,000,000 in the Purposeaggregate, Administrative Agent shall permit Borrowers to replace, restore, repair or rebuild the property; PROVIDED that if Borrowers have not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Administrative Agent may apply such insurance proceeds to the Obligations in accordance with SECTION 1.3(d). All insurance proceeds which are to be made available to Borrowers to replace, repair, restore or rebuild the Collateral shall be applied by Administrative Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. Thereafter, such funds shall be made available to Borrowers to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) the related Borrowers shall request a Revolving Credit Advance in the amount requested to be released; (ii) so long as the conditions set forth in SECTION 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance; and (iii) the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with SECTION 1.3(d) and the Reserve established hereunder shall be correspondingly reduced.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Loan Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Loan Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Loan Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Loan Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Loan Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Loan Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Loan Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Loan Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Loan Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$250,000, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(c); or permit or require the applicable Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $250,000 in the Purposeaggregate, Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property; provided that if such Borrower shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 120 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(c). All insurance proceeds that are to be made available to any Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan of such Borrower (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the separate Borrowing Base of the affected Borrower in an amount equal to the amount of such proceeds so applied. Thereafter, such funds shall be made available to that Borrower to (i) Borrower Representative shall request a Revolving Credit Advance be made to such Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Lenders shall make such Revolving Credit Advance the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(c).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s opinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, and Term Agent, on behalf of Term Note Holders, as loss payees, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insurance. After deducting from such proceeds (i) the expenses, if any, expenses incurred by Administrative Agent in the collection or handling thereof, Administrative and (ii) amounts required to be paid to creditors (other than Lenders) having Permitted Encumbrances, Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall remit be applied ratably to all of the balance to Loans owing by each Borrower which and; provided, further, that at the option of the applicable Credit Party so long as no Default or Event of Default shall have occurred and be continuing, the applicable Credit Party may use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with (i) Borrower Representative shall request a Revolving Credit Advance or a release from the cash collateral account be made to such Borrower or Credit Party in the amount requested to be released; and (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with materials Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall be applied ratably to all of the Loans owing by each Borrower. Notwithstanding anything to the contrary contain in this Section 5.4(c), with respect to any Term Priority Collateral, the provisions of this Section 5.4(c) shall be subject to the terms and workmanship conditions of substantially the same quality as existed before Term Note Documents and the loss, damage or destruction and secondly for the PurposeIntercreditor Agreement.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any material adverse change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's good faith opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$2,000,000 (or the Equivalent Amount thereof), as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $2,000,000 (or the Equivalent Amount thereof) or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, either apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(c), or permit or require the applicable Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $2,000,000 (or the Purpose.Equivalent Amount thereof) in the aggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3 (c). All insurance proceeds that are to be made available to US Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the US Revolving Loan of US Borrower (which application shall not result in a permanent reduction of the US Revolving Loan Commitment). All insurance proceeds

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s opinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, (i) Borrower Representative shall request a Revolving Credit Advance or a release from the cash collateral account be made to Borrowers or Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, endorsing Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the name of Borrower or any Subsidiary on any cheque or other item of payment for cash collateral account; and (iii) in the proceeds of such "All Risk" policies case of insurance and for making all determinations and decisions proceeds applied against the Revolving Loan, the Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) in form and with insurers acceptable to Administrative Agent (it being acknowledged that as in effect on of the date hereof or otherwise as is customary the current form and prudent in the industry of Borrowerinsurers are acceptable). If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Administrative Agent deems advisable. Administrative Agent shall not have no any obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable by Borrowers on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Administrative Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any material change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAdministrative Agent's opinion, adequately protect Collateral Administrative Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAdministrative Agent, with respect to its insurance policies. (3c) Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated by shall deliver to Administrative Agent), so long as any Event of Default shall have occurred in form and be continuing or the anticipated insurance proceeds exceed Cdn$500,000substance satisfactory to Administrative Agent, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such endorsements to (i) all "All Risk" and business interruption insurance naming Administrative Agent, on behalf of itself and Lenders, as loss payee with respect to the Collateral, and (ii) all general liability and other liability policies naming Administrative Agent, on behalf of insuranceitself and Lenders, endorsing as additional insured. Each (i) Borrower Representative shall request a Revolving Credit Advance be made to such Borrower in the name of Borrower or any Subsidiary on any cheque or other item of payment for amount requested to be released; (ii) so long as the proceeds of conditions set forth in Section 2.3 have been met, Lenders shall make such "All Risk" policies of insurance Revolving Credit Advance; and for making all determinations and decisions (iii) the Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) The Borrower shall, at its sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borrowerwith insurers acceptable to Agent. If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any material change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material SubsidiariesBorrower) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000continuing, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $50,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d), or permit or require the Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, (a) if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $50,000.00 in the Purposeaggregate, Agent shall permit the Borrower to replace, restore, repair or rebuild the property, and (b) if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and such insurance proceeds exceed $50,000.00 in the aggregate, Agent shall permit the Borrower to replace, restore, repair or rebuild the property, provided that if Borrower shall not have completed such replacement, restoration, repair or rebuilding within 360 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds which are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan of Borrower (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a reserve in an amount equal to the amount of such proceeds so applied or a cash collateral account subject to a Control Letter. Thereafter, such funds shall be made available to that Borrower to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Revolving Credit Advance or a release from such cash collateral account be made to such Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or release from such cash collateral account; and (iii) the reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.2(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is in form and amounts customary for its industry and prudent with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall remit be applied ratably to all of the balance Loans owing by Borrowers, or permit or require the applicable Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $1,000,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d); provided, further, that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall be applied ratably to all of the Loans owing by Borrowers. All insurance proceeds that are to be made available to any Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan of such Borrower (which application shall not result in a permanent reduction of the Revolving Loan Commitment). All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral (i) Borrower Representative shall request a Revolving Credit Advance or a release from the cash collateral account be made to Borrowers or such Credit Party in the amount requested to be released; and (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall be applied ratably to all of the Loans owing by Borrowers.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s opinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purpose.by

Insurance; Damage to or Destruction of Collateral. (1) Borrower shall, at its sole cost and expense, maintain the policies of insurance described on Schedule 3.17 providing coverage for the Select Real Property Assets as in effect on the date hereof or otherwise in form and amounts and with insurers reasonably acceptable to Agent. Borrower shall deliver to Agent evidence of such insurance reasonably acceptable to Agent, together with a copy of the declaration page (as is customary soon as practicable) for each such policy. Borrower shall (i) pay as they become due all premiums for such insurance, (ii) not later than ten (10) days prior to the expiration of each policy to be furnished pursuant to the provisions of this Section 5.4, deliver a renewed policy or policies, certificates thereof, or duplicate original or originals thereof. Such policies of insurance (or additional loss payable and prudent additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisableadvisable and Borrower shall pay to Agent on demand such premium or premiums so paid by Agent with interest from the time of payment at the Default Rate. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. If any required insurance shall expire, be withdrawn, become void by breach of any condition thereof by Borrower or by any lessee of any part of any Select Real Property Asset or become void or unsafe by reason of the failure or impairment of the capital of any insurer, or if for any other reasonable reason whatsoever such insurance shall become reasonably unsatisfactory to Agent, Borrower shall promptly obtain new or additional insurance reasonably satisfactory to Agent. Borrower shall not take out any separate or additional insurance that is contributing in the event of loss unless it is properly endorsed and otherwise satisfactory to Agent in all respects. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, Agent endorsements to (ai) all "All Risk" insurance policies insuring the Select Real Property Assets (which endorsements shall be in form and business interruption insurance of Borrower substance reasonably satisfactory to Agent) and the Category A Properties in amounts and with coverages commercially reasonable for its Material Subsidiaries naming Collateral industry, but in any event not less than the amounts approved by Agent as of the Closing Date, naming Agent, on behalf of itself and Lenders, as an additional insured and with respect to Select Real Property Assets only additional loss payeepayee under a Lender's Loss Payee Endorsement, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (bii) all of Borrower's general liability and other liability policies, including, without limitation, all such policies with respect to the Select Real Property Assets (which endorsements shall be in form and substance reasonably satisfactory to Agent) and the Category A Properties, naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents itself and Lenders, in all or any portion of as an additional insured; provided, that, notwithstanding anything herein which may be construed to the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenderscontrary, Borrower shall only be required to deliver additional insured endorsements to Administrative Agent from time in connection with the Category A Properties if the Senior Facility Agent has required Borrower to time deliver equivalent endorsements to the Senior Facility Agent; provided, further, that the endorsements delivered to Agent shall be comparable to those delivered to the Senior Facility Agent. In the event the injury or property damage on a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated Select Real Property Asset is covered by Administrative Agent), so long as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000, as Borrower's insurance policies and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral is in the amount of Cdn$100,000 $250,000.00 or more, whether Agent shall have the right to join Borrower in adjusting any loss. Notwithstanding anything to the contrary contained herein or in any other provision of applicable law, the proceeds of insurance policies coming into the possession of Agent shall not covered be deemed trust funds and Agent shall be entitled to dispose of such funds as provided in this Section 5.4. All proceeds of the insurance required to be maintained by insurance. After deducting from Borrower in connection with a Select Real Property Asset under this Section 5.4, and any condemnation award proceeds or other similar compensation received by Borrower in connection with a Select Real Property Asset shall be deposited with Agent, except that so long as no Event of Default has occurred and is continuing without being waived or cured, any such proceeds the or awards or other compensation (after deducting therefrom all reasonable costs and expenses, if anyincluding attorneys' fees, incurred by Administrative Agent in connection with the collection thereof regardless of the particular nature thereof and whether incurred with or handling thereofwithout suit) (collectively, Administrative Agent "Net Proceeds") aggregating less than $1,000,000.00 (but if the event generating such Net Proceeds occurs after July 31, 2004, aggregating less than $250,000.00) shall remit the balance not be required to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposebe so deposited.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts determined by the Credit Parties and reasonably acceptable to SCIL Agent and with insurers selected by the Credit Parties and reasonably acceptable to SCIL Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to SCIL Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days’ prior written notice to SCIL Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative SCIL Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that SCIL Agent deems reasonably advisable. Administrative SCIL Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative SCIL Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative SCIL Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral SCIL Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any material change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, customary in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary industry for their industrysuch changed risk profile. If reasonably requested by Administrative SCIL Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative SCIL Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersSCIL Agent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to SCIL Agent, in form and substance reasonably satisfactory to SCIL Agent, endorsements to (i) all “All Risk” and business interruption insurance naming SCIL Agent, on behalf of itself and SCIL Lenders, as loss payee, and (ii) all general liability and other liability policies maintained by such Credit Party naming SCIL Agent, on behalf of itself and SCIL Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative SCIL Agent (and all Related Parties officers, employees or agents designated by Administrative SCIL Agent), so long as any Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as Borrower's and its Material Subsidiaries' each Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary each Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative SCIL Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative SCIL Agent of any Event of Loss and of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from the insurance proceeds received in connection with such proceeds Event of Loss the costs, fees and expenses, if any, incurred by Administrative SCIL Agent in the collection or handling thereof, Administrative SCIL Agent shall remit either, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(c) or permit or require each Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if an Event of Loss giving rise to insurance proceeds could not reasonably be expected to have a Material Adverse Effect (after giving effect to the application of the insurance proceeds to repair and secondly for restoration) and such insurance proceeds do not exceed $2,000,000 in the Purposeaggregate, the applicable Credit Party may elect, in its discretion, to replace, restore, repair or rebuild the property; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 270 days of such casualty, SCIL Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(c). All insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by SCIL Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, SCIL Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. Thereafter, such funds shall be made available to such Credit Party to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Revolving Credit Advance be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met and subject to the provisions of any Mortgage encumbering such Collateral, Revolving SCIL Lenders shall make such Revolving Credit Advance; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(c); provided, that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the Loans owing by Borrower in accordance with Section 1.3(c).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Creditor. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent Creditor may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Creditor deems advisable. Administrative Agent Creditor shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent Creditor shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Debtor to Administrative Agent Creditor and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, Creditor reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersCreditor's opinion, adequately protect Collateral Agentboth Creditor's interests, on behalf of Agents and Lenders, interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative AgentCreditor, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent Creditor from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersCreditor, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Creditor, in form and substance satisfactory to Creditor, endorsements to (i) all "All Risk" and business interruption insurance naming Creditor as loss payee, and (ii) all general liability and other liability policies naming Creditor as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent Creditor (and all Related Parties officers, employees or agents designated by Administrative AgentCreditor), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$250,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent Creditor shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Debtor shall promptly notify Administrative Agent Creditor of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent Creditor in the collection or handling thereof, Administrative Agent Creditor may, if any Event of Default is then in existence, apply such proceeds to the reduction of the outstanding principal balance of the Reimbursement Obligations and, if no Reimbursement Obligations are then outstanding, to be held as cash collateral pursuant to Section 1.1(c) hereof. If no Event of Default is then in existence, Creditor shall remit the balance permit such Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposedestruction.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 the disclosure letter provided to Agent pursuant to Section 3.18 as in effect on the date hereof Execution Date or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Lessee to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lessor's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3i) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lessors, as loss payee, and all general liability and other liability policies naming Agent, on behalf of itself and Lessors, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as Borrowereach Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary each Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Lessee shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall and so long as no Default or Event of Default has occurred and is continuing, each Credit Party may, in its sole discretion, use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within ninety (90) days or in the event any Default or Event of Default shall have occurred and secondly be continuing, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.2(c); provided further that in the case of insurance proceeds pertaining to any Credit Party other than Lessee, such insurance proceeds shall be applied to the Obligations owing by Lessee. Each reference to Collateral in this Section 5.4(c)(i) shall be deemed to refer to all Collateral other than the Leased Equipment, which Leased Equipment shall be governed by the terms of Section 5.4(c)(ii) below. (ii) If any System, in whole or in part, is lost, stolen, damaged or destroyed, or is taken in any condemnation or similar proceeding (an "Event of Loss"), Lessee shall notify Agent in writing within five (5) days of such Event of Loss. Lessee shall, at its option (A) promptly place the affected Leased Equipment and Software in good condition and working order, (B) replace the affected item with like equipment or software in good condition and transfer clear title and any sublicense to Lessor, or (C) pay to Agent, within thirty (30) days of the Event of Loss, an amount equal to the net book value, for such affected Leased Equipment or Software plus any other unpaid amounts then due under the PurposeLease. If an Event of Loss occurs as to part of a System for which the net book value is paid, a prorata amount of principal of the Rent shall xxxxx from the date the net book value payment is received by Agent. Upon payment of the net book value, title to the applicable Leased Equipment and the sublicense to the applicable Software shall pass to Lessee with no warranties, subject to the rights, if any, of the insurer. If Agent receives any insurance proceeds, and Lessee elects not to repair or replace, Lessor shall apply such proceeds toward the payment of the net book value with any remaining sums to be applied to the Obligations as provided in Section 1.2(c).

Insurance; Damage to or Destruction of Collateral. (1) Borrower a The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 DISCLOSURE SCHEDULE (3.19) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, b Agent reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c Each Credit Party shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) Borrower all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$5,000,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Each Credit Party shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with SECTION 1.3(d), provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall remit be applied to the balance Loans owing by Borrower, or permit or require such Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $5,000,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with SECTION 1.3(d); provided further that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance (i) Borrower shall request a Revolving Credit Advance be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in SECTION 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with SECTION 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the Loans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or modification of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$100,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purpose.of-

Insurance; Damage to or Destruction of Collateral. (1a) Borrower Borrowers shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 in SCHEDULE 3.18 as in effect on the date ------------- hereof or of otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Agents. If any Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Administrative Agent deems advisableadvisable (and if Administrative Agent does obtain insurance, then upon the written request of Borrower Representative, Administrative Agent shall provide Borrower Representative with a summary description of the insurance so obtained). Administrative Agent shall have no obligation to obtain insurance for any Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from any Borrower's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. . (b) Each Borrower shall deliver to Administrative AgentAgents, in form and substance satisfactory to Requisite LendersAgents, endorsements to (ai) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent Agent, on behalf of Agents and Lenders, as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (bii) all general liability and other liability policies naming Collateral Administrative Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policiesas additional insureds. (3c) Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated by Administrative Agent), so long as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect As to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral (each, a "Casualty Event"), (i) if the value of the subject Collateral is in excess -------------- of $500,000, Borrower Representative shall promptly notify both Agents of such Casualty Event, and (ii) at the election of Borrowers (which election, with respect to Casualty Events of the type described in the amount preceding CLAUSE (i), shall be included in the notice required pursuant to such clause), but only so long as no Default or Event of Cdn$100,000 or moreDefault shall have occurred and be continuing, whether or not covered by insurance. After deducting from the Borrower who suffered such Casualty Event may use the insurance proceeds the expensesthereof, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, (or any part thereof), firstly to replace, repair, restore or rebuild the relevant Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for (it being understood that, as to any insurance proceeds with respect to which Borrowers do not make the Purposeforegoing election, such proceeds shall be paid to Administrative Agent in accordance with SECTION 1.3(b)(i) immediately upon receipt); provided, that if such -------- Borrower has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such Casualty Event, such insurance proceeds shall be paid to Administrative Agent in accordance with SECTION 1.3(b)(i).

Insurance; Damage to or Destruction of Collateral. (1) Borrower shall, at its sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Agent. If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's ’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite LendersAgent, acting reasonably, endorsements to (a) all "“All Risk" ” and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, Agent reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' ’s risk profile (including any material change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material SubsidiariesBorrower) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersdiscretion, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, ’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3) Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral the (a) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount of Cdn$100,000 or morerequested to be released; (b) so long as the conditions set forth in Section 2.2 have been met, whether or not covered by insurance. After deducting from Agent shall make such proceeds the expenses, if any, incurred by Administrative Agent Revolving Credit Advance; and (c) in the collection or handling thereofcase of insurance proceeds applied against the Revolving Loan, Administrative Agent the Reserve established with respect to such insurance proceeds shall remit be reduced by the balance to Borrower which shall use amount of such money, or any part thereof, firstly Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(3).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver Back to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and Contents (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s opinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d); or permit or require the applicable Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $500,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account. Thereafter, such funds shall be made available to such Credit Party provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Revolving Credit Advance or a release from the cash collateral account be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d). Back to Contents (d) The Credit Parties shall, at their sole cost and expense, maintain (i) key-man life insurance policies in the amount of $1.0 million and $1.0 million on the lives of Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxx respectively, all in form and with insurers reasonably acceptable to Agent and (ii) assignments of such key-man life insurance policies to Agent, all in form acceptable to Agent.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated by Administrative Agent), all (i) Borrower shall request a Revolving Credit Advance or a release from the cash collateral account be made to such Credit Party in the amount requested to be released; (ii) so long as any Event the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000applied against the Revolving Loan, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent accordance with Section 1.3(d). (d) The Credit Parties shall, at their sole cost and expeditious manner with materials expense, maintain (i) key-man life insurance policies in the amounts of $2.0 million, $1.0 million and workmanship $1.0 million on the lives of substantially the same quality as existed before the lossWilliam Jenkins, damage or destruction Danny Thornton and secondly for the PurposeAllen Neel, respectively, all xx xxxx xxx xxxh xxxxxxxx xxxxxnably xxxxxxxxxe to Agent and (ii) assignments of such key-man life insurance policies to Agent, all in form acceptable to Agent.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisableadvisable in its reasonable judgment. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party (other than AET Limited) shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated by Administrative Agent), and (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as any Event the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance; and (iii) in the case of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000applied against the Revolving Loan, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower Mortgagor shall, at its sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 as in effect on 3.18 of the date hereof Credit Agreement relating to the Property or otherwise as is customary and prudent in the industry of Borrowersubstantially equivalent coverage with reputable insurers. If Borrower Mortgagor at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent Mortgagee may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums premium and take any other action with respect thereto which Requisite Lenders Mortgagee deems reasonably advisable. Administrative Agent Mortgagee shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries Mortgagor or pay any premiums therefor. By doing so, Administrative Agent Mortgagee shall not be deemed to have waived any Default or Event of Default arising from BorrowerMortgagor's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Mortgagor to Administrative Agent Mortgagee and shall be additional Obligations hereunder secured by Secured Indebtedness. Mortgagor must provide Mortgagee fifteen (15) days prior written notice of any non-renewal, cancellation or amendment of the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and policies required above. (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Borrower Mortgagor irrevocably makes, constitutes and appoints Administrative Agent Mortgagee (and all Related Parties officers, employees or agents designated by Administrative Agent), so long Mortgagee) as any Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insuranceinsurance requested above, endorsing the name of Borrower or any Subsidiary Mortgagor on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent ; provided that so long as no Event of Default shall have no duty occurred and be continuing, Mortgagor shall have the right to exercise direct any rights or powers granted to it pursuant to the foregoing power-of-attorneysuch settlements and adjustments in its sole discretion. Borrower Mortgagor shall promptly notify Administrative Agent Mortgagee of any loss, damage, or destruction to the Collateral Property in the amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insurance. If an Event of Default shall have occurred and be continuing, Mortgagee is hereby authorized to collect all insurance proceeds relating to the Property . After deducting from such proceeds the expenses, if any, incurred by Administrative Agent Mortgagee or Mortgagor in the collection or handling thereof, Administrative Agent shall remit Mortgagee may, at its option, apply all net proceeds to the balance Secured Indebtedness in accordance with the Credit Agreement, or permit or require Mortgagor to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild replace the Collateral Property in a diligent and expeditious manner manner. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) and such insurance proceeds do not exceed $5,000,000 in the aggregate, Mortgagee shall permit Mortgagor to replace the Property, and shall release such insurance proceeds therefor, so long as no Event of Default shall have occurred and be continuing at the time of any requested release of funds; provided that, if Mortgagor shall not have completed the replacement of the Property within 270 days of such casualty (excluding delays due to force majeure), Mortgagee may apply such insurance proceeds to the Secured Indebtedness in accordance with materials the Credit Agreement. Except as otherwise provided in this Section and workmanship of substantially in the same quality as existed before Credit Agreement, all insurance proceeds which are to be made available to Mortgagor to replace the lossProperty shall first be applied by Mortgagee in accordance with the Credit Agreement, damage or destruction and secondly for the Purposeany excess shall be released to Mortgagor.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Borrowers shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) (or substantially similar replacement policies) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or material amendment of any such insurance policy. If any Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative upon notice to Borrower Representative, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for any Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from any Borrower's ’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any material change in any Borrower's or its Material Subsidiaries' ’s risk profile (including any change in the product mix maintained by any Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Borrower) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s Permitted Discretion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that each Borrower and its Material Subsidiaries are is protected by insurance in amounts and with such coverage as is customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, each Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee with respect to the insured subject-matter, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured with respect to the insured subject-matter. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000 (it being understood that the Borrowers shall have no obligation to aggregate the amount of any such proceeds which are less than $50,000 arising from any one insurable event or occurrence), as such Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the aggregate amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insuranceinsurance (it being understood that the Borrowers shall have no obligation to aggregate the amount of any single loss, damage, or destruction to the Collateral in an amount less than $50,000). After deducting from such proceeds (i) the expenses, if any, expenses incurred by Administrative Agent in the collection or handling thereof, Administrative and (ii) amounts required to be paid to creditors (other than Lenders) having Permitted Encumbrances, if any, Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d); or permit or require the applicable Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $1,000,000 in the Purposeaggregate (it being understood that the Borrowers shall have no obligation to aggregate the amount of any such proceeds which are less than $50,000 arising from any one casualty), Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property; provided that if such Borrower shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds that are to be made available to Borrowers to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Loans of such Borrowers (which application shall not result in a (i) Borrower Representative shall request an Advance be made to Borrowers in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Lenders shall make such Advance; and (iii) in the case of insurance proceeds applied against the Loans, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 DISCLOSURE SCHEDULE (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$100,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insuranceAll (i) Borrower shall request a Revolving Credit Advance or release from the cash collateral account be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in SECTION 2.2 have been met, endorsing Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the name of Borrower or any Subsidiary on any cheque or other item of payment for cash collateral account; and (iii) in the proceeds of such "All Risk" policies case of insurance and for making all determinations and decisions proceeds applied against the Revolving Loan, the Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship SECTION 1.3(D); PROVIDED that in the case of substantially insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the same quality as existed before the loss, damage or destruction and secondly for the PurposeLoans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisableadvisable in its reasonable judgment. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party (other than AET Limited) shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as Borrower's and its Material Subsidiaries' such Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent if (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the collection or handling thereofamount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Administrative Agent Revolving Lenders shall remit make such Revolving Credit Advance; and (iii) in the balance case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to Borrower which such insurance proceeds shall use be reduced by the amount of such money, or any part thereof, firstly Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d), or permit or require Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $1,000,000 in the Purposeaggregate, Agent shall permit Borrower to replace, restore, repair or rebuild the property; provided that if Borrower has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account. Thereafter, such funds shall be made available to Borrower to provide (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under under (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such "All Risk" policies of insurance, endorsing Revolving Credit Advance or Agent shall release funds from the name of Borrower or any Subsidiary on any cheque or other item of payment for cash collateral account; and (iii) in the proceeds of such "All Risk" policies case of insurance and for making all determinations and decisions proceeds applied against the Revolving Loan, the Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d). (d) On or prior to the date which is 90 days after the Closing Date, the Borrower shall obtain a diligent “key man” life insurance policy on Gxx Xxxxxxxx in an amount of not less than $5,000,000. The Borrower shall cause “key man” insurance on Exxx Xxxxxxx in an amount not less than $1,000,000 and expeditious manner with materials the “key man” policy on Gxx Xxxxxxxx required pursuant to the preceding sentence to (i) be maintained at all times until the Termination Date, (ii) be in form and workmanship of substantially substance, and issued by an insurance company, satisfactory to the same quality Agent, (iii) name the Agent as existed before the loss, damage or destruction beneficiary thereof and secondly for (iv) be collaterally assigned to the PurposeAgent pursuant to documentation satisfactory to the Agent.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$250,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d) (provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower which the Agent elects to be applied to the reduction of Obligations, such insurance proceeds shall be applied ratably to all of the Loans owing by each Borrower), or permit or require the applicable Credit Party to use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $500,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply (i) Borrower Representative shall request a Revolving Credit Advance or a release from the cash collateral account be made to such Borrower or Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d); provided that in the case of insurance proceeds pertaining to any Credit Party that is not a Borrower, such insurance proceeds shall be applied ratably to all of the Loans owing by each Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) and Keyman Life Insurance as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, broker reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$1,000,000, as Borrowereach Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary each Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds (i) the expenses, if any, expenses incurred by Administrative Agent in the collection or handling thereof, Administrative and (ii) amounts required to be paid to creditors (other than Lenders) having Permitted Encumbrances, Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(d), provided, that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall remit be applied to the balance Loans owing by Borrower, or permit or require each Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such (i) Borrower shall request a Revolving Credit Advance or release from the Purposecash collateral account be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d); provided, that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the Loans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on in Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$250,000, as such Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d) and, so long as no Default or Event of Default shall have occurred and be continuing, Agent shall permit the applicable Borrower to Borrower which shall use reborrow such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction in accordance with the provisions of this Section. In any event, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $250,000 in the Purposeaggregate, Agent shall permit the applicable Borrower to replace, restore, repair or rebuild the property; provided that if such Borrower shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds which are to be made available to any Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loans (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve in an amount (i) Borrower Representative shall request a Revolving Credit Advance be made to such Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(d), provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall remit be applied to the balance Loans owing by Borrower; or permit or require the applicable Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $500,000 in the Purposeaggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party shall not have completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within one hundred eighty (180) days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d), provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the Loans owing by Borrower. All insurance proceeds that are to be made available to Borrower to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application, Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. All insurance proceeds made available to any Credit Party that is not a Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account. Thereafter, such funds shall be made available to such Credit Party to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Revolving Credit Advance or a release from the cash collateral account be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d). (d) The Credit Parties shall, at their sole cost and expense, maintain (i) key-man life insurance policies in the aggregate amount of $1.0 million on the life of Xxxxxxx Xxxxxxx, all in form and with insurers reasonably acceptable to Agent and (ii) assignments of such key-man life insurance policies to Agent, duly executed by Borrower and the insurer issuing such policies, all in form acceptable to Agent.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent’s opinion, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, Lender’s interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.3(d), or permit or require Borrower to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $1,000,000 in the Purposeaggregate at any one time, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All such insurance proceeds that are (i) Borrower shall request a Revolving Credit Advance be made to such Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(d); provided that in the case of such insurance proceeds pertaining to any Credit Party other than Borrower not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied to the Loans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Borrowers shall, at its their sole cost and expense, maintain the policies of insurance described on Schedule 3.17 the Disclosure Document as in effect on the date hereof or otherwise in form and amounts and with insurers reasonably acceptable to Agent, it being acknowledged that the Borrowers’ insurers as is customary of the date hereof are reasonably acceptable to Agent. Copies of all such policies of insurance shall be delivered to Agent within 30 days of the Closing Date. Such policies of insurance (or the loss payable and prudent additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If any Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above above, or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter that such insurance is not in effect obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders deems advisablepremiums. Administrative Agent shall have no obligation to obtain insurance for any Borrower or its Material Subsidiaries or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default Default, which is not reasonably capable of being cured, or Event of Default arising from any Borrower's ’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. . (b) Each Borrower shall deliver to Administrative Agent, in form and substance reasonably satisfactory to Requisite LendersAgent, endorsements to (ai) all "“All Risk" ” and business interruption insurance naming Agent, on behalf of Borrower itself and its Material Subsidiaries naming Collateral Agent Lenders, as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and (bii) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries or any laws affecting the potential liability of Borrower or its Material Subsidiaries) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite Lenders, adequately protect Collateral Agent's interests, on behalf of Agents itself and Lenders, in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are protected by insurance in amounts and with coverage customary for their industryas additional insured. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite Lenders, with respect to its insurance policies. (3) Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default, which is not reasonably capable of being cured, or Event of Default shall have has occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000is continuing, as such Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $1,000,000 or more, whether or not covered by insuranceinsurance or reimbursable under condemnation provisions. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative if no Event of Default has occurred and is continuing, Agent shall remit promptly release such proceeds to Borrowers. If an Event of Default has occurred and is continuing, Agent may, at its option, either (i) apply such insurance or condemnation proceeds to the balance reduction of the Obligations in accordance with Section 1.8 or (ii) permit the Borrowers to replace, restore, repair or rebuild the property on terms acceptable to Agent in its sole discretion; provided, that in the case of insurance or condemnation proceeds pertaining to any Borrower which that is not a Borrower, (i) such insurance or condemnation proceeds shall be applied ratably to all of the Revolving Loan owing by each Borrower, or (ii) permit or require the applicable Borrower to use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the Purposedestruction.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disburseddisbursed by Agent, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties designated by Administrative Agent), all (i) Borrower Representative shall request that a release from the cash collateral account be made to such Borrower in the amount requested to be released; and (ii) so long as any Event of Default shall the conditions set forth in Section 2.2 have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000been met, as Borrower's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary on any cheque or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to release funds from the foregoing power-of-attorneycash collateral account. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to To the Collateral in the amount of Cdn$100,000 or more, whether or extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(d).

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18), and such other policies as in effect on deemed prudent by the date hereof or otherwise as is customary and prudent in the industry of BorrowerCredit Parties. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time after ten (10) Business Days advance written notice to the Credit Party in question upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Borrower, on behalf of each Credit Party, shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000continuing, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit may, at its option, apply such proceeds to the balance reduction of the Obligations in accordance with Section 1.2(d), or permit or require the applicable Credit Party to Borrower which shall use such money, or any part thereof, firstly to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and secondly for such insurance proceeds do not exceed $500,000 in the Purpose.aggregate, Agent shall permit the applicable Credit Party to replace, restore, repair or rebuild the property; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may require such Credit Party to apply such insurance proceeds to the Obligations in accordance with Section 1.2(d). All insurance proceeds which are to be so made available to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Commitment) and upon such application, Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. Thereafter, such funds shall be made available to Borrower to provide funds to replace, repair, restore or rebuild the Collateral as follows: (i) Borrower shall request a Revolving Credit Advance in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance; and (iii) the Reserve established with respect to

Insurance; Damage to or Destruction of Collateral. (1a) Borrower shall, The Credit Parties shall at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) as in effect -------------------------- on the date hereof or otherwise as is customary in form and prudent in the industry of Borroweramounts and with insurers acceptable to Agent. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the reasonable opinion of Requisite LendersAgent's opinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, Lender's interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed Cdn$500,000$5,000,000, as Borrowersuch Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary such Credit Party on any cheque check (i) Borrower shall request a Revolving Credit Advance or other item of payment for release from the proceeds of cash collateral account be made to such "All Risk" policies Credit Party in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit ----------- Advance or Agent shall release funds from the cash collateral account; and (iii) in the case of insurance and for making all determinations and decisions proceeds applied against the Revolving Loan, the Reserve established with respect to such "All Risk" policies of insurance. Administrative Agent insurance proceeds shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in be reduced by the amount of Cdn$100,000 or more, whether or such Revolving Credit Advance. To the extent not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall remit the balance to Borrower which shall use such money, or any part thereof, firstly used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship Section 1.3(d); provided that in the case of substantially -------------- -------- insurance proceeds pertaining to any Credit Party other than Borrower or any other Subsidiary of Borrower, such insurance proceeds shall be applied to the same quality as existed before the loss, damage or destruction and secondly for the PurposeLoans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.17 (3.18) and Keyman Life Insurance as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide thirty (30) days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisable. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrowerany Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrowerany Credit Party's or its Material Subsidiaries' risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent's reasonable opinion of Requisite Lendersopinion, adequately protect Collateral both Agent's interests, on behalf of Agents and Lenders, ' interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, broker reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Borrower Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$2,000,000, as Borrowereach Credit Party's and its Material Subsidiaries' true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of Borrower or any Subsidiary each Credit Party on any cheque check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $500,000 or more, whether or not covered by insurance. After deducting After (i) Borrower shall request a Revolving Credit Advance or release from the cash collateral account be made to such proceeds the expenses, if any, incurred by Administrative Agent Credit Party in the collection amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or handling thereof, Administrative Agent shall remit release funds from the balance cash collateral account; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to Borrower which such insurance proceeds shall use be reduced by the amount of such money, or any part thereof, firstly Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral Collateral, such insurance proceeds shall be applied in a diligent and expeditious manner accordance with materials and workmanship Section 1.3(d); provided, that in the case of substantially insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied to the same quality as existed before the loss, damage or destruction and secondly for the PurposeLoans owing by Borrower.

Insurance; Damage to or Destruction of Collateral. (1a) Borrower The Credit Parties shall, at its their sole cost and expense, maintain the policies of insurance described on in Disclosure Schedule 3.17 (3.18) as in effect on the date hereof or otherwise as is customary in form and prudent amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the industry event of Borrowerany non-renewal, cancellation or amendment of any such insurance policy. If Borrower any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Administrative Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which Requisite Lenders that Agent deems advisableadvisable in its reasonable credit judgment. Administrative Agent shall have no obligation to obtain insurance for Borrower or its Material Subsidiaries any Credit Party or pay any premiums therefor. By doing so, Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from Borrower's any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including legal reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower Borrowers to Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Requisite Lenders, endorsements to (a) all "All Risk" and business interruption insurance of Borrower and its Material Subsidiaries naming Collateral Agent as loss payee, and containing the standard mortgage clause approved by the Insurance Bureau of Canada and . (b) all general liability and other liability policies naming Collateral Agent as additional insured. (2) Administrative Agent, acting on the instructions of Requisite Lenders, reserves the right at any time upon any change in Borrower's or its Material Subsidiaries' any Credit Party’s risk profile (including any change in the product mix maintained by Borrower or its Material Subsidiaries any Credit Party or any laws affecting the potential liability of Borrower or its Material Subsidiariessuch Credit Party) to require additional forms and limits of insurance to, in the Agent’s reasonable opinion of Requisite Lenderscredit judgment, adequately protect Collateral both Agent's interests, on behalf of Agents ’s and Lenders, ’ interests in all or any portion of the Collateral and to ensure that Borrower and its Material Subsidiaries are each Credit Party is protected by insurance in amounts and with coverage customary for their its industry. If reasonably requested by Administrative Agent, acting on the instructions of Requisite Lenders, Borrower each Credit Party shall deliver to Administrative Agent from time to time a report of a reputable insurance broker, broker reasonably satisfactory to Requisite LendersAgent, with respect to its insurance policies. (3c) Each Borrower shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all Related Parties officers, employees or agents designated by Administrative Agent), so long as any Default or Event of Default shall have has occurred and be is continuing or the anticipated insurance proceeds exceed Cdn$500,000$500,000, as such Borrower's and its Material Subsidiaries' ’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "“All Risk" ” policies of insurance, endorsing the name of such Borrower or any Subsidiary on any cheque check or other item of payment for the proceeds of such "“All Risk" ” policies of insurance and for making all determinations and decisions with respect to such "“All Risk" ” policies of insurance. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower Representative shall promptly notify Administrative Agent of any loss, damage, or destruction to the Collateral in the amount of Cdn$100,000 $250,000 or more, whether or not covered by insurance. After At any time after the occurrence of an Activation Date, and after deducting from such proceeds (i) the expenses, if any, expenses incurred by Administrative Agent in the collection or handling thereof, Administrative and (ii) amounts required to be paid to creditors (other than Lenders) having Permitted Encumbrances, Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(d). Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be expected to have a Material Adverse Effect and such insurance proceeds do not exceed $500,000 in the aggregate, Agent shall remit permit the balance applicable Borrower to replace, restore, repair or rebuild the property; provided, that if such Borrower which shall use not have completed or entered into binding agreements to complete such moneyreplacement, restoration, repair or rebuilding within 180 days of such casualty, Agent may apply such insurance proceeds to the Obligations in accordance with Section 1.3(d). All insurance proceeds that are to be made available to any part thereof, firstly Borrower following the occurrence of an Dominion Activation Event to replace, repair, restore or rebuild the Collateral shall be applied by Agent to reduce the outstanding principal balance of the Revolving Loan of such Borrower (which application shall not result in a diligent permanent reduction of the Revolving Loan Commitment) and expeditious manner upon such application, Agent shall establish a Reserve against such Borrower’s Borrowing Base in an amount equal to the amount of such proceeds so applied. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction and secondly for the PurposeSection 1.3(d).