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

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Loan Party shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks risks, in such amounts amounts, with such endorsements, and with such insurance companies insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateAgents. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, of Collateral under each such policy shall be payable to the applicable Agent for application Administrative Agent. From time to time upon request, the Loan Parties shall deliver to the ObligationsAdministrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, except the Loan Parties shall deliver to the extent otherwise provided Agents a report in Section 9.17(k)(iiform and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) hereof. Each policy of insurance showing the Administrative Agent as loss payee or endorsement shall contain a clause additional insured, as appropriate; (ii) requiring the insurer to give not less than thirty (30) 30 days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Administrative Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Loan Party or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Loan Party fails to provide and pay for such insurance, the Collateral Agent Agents may, at its their option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Loan Parties therefor. Each Borrower Loan Party agrees to deliver to the Collateral AgentAgents, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Loan Parties may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAdministrative Agent. At any time that If an Event of Default exists, only the Collateral Agent Agents shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the Collateral Agent shall have property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all rights risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and remedies electronic data processing coverage, with respect a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such policies of property, (b) maintain all such workers’ compensation or similar insurance as are provided for may be required by Applicable Law and (c) maintain, in this Agreement amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the other Credit Documentsproperties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Loan Party shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks risks, in such amounts amounts, with such endorsements, and with such insurance companies insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to the Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, of Collateral under each such policy shall be payable to the applicable Agent for application Applicable Agent. From time to time upon request, the Loan Parties shall deliver to the ObligationsAdministrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, except the Loan Parties shall deliver to the extent otherwise provided Administrative Agent a report in Section 9.17(k)(iiform and substance reasonably satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) hereof. Each policy of insurance showing the Applicable Agent as loss payee or endorsement shall contain a clause additional insured, as appropriate; (ii) requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Applicable Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Applicable Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Loan Party or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Loan Party fails to provide and pay for such insurance, the Collateral Applicable Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Loan Parties therefor. Each Borrower Loan Party agrees to deliver to the Collateral Applicable Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Loan Parties may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimApplicable Agent. At any time that If an Event of Default exists, only the Collateral Applicable Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the Collateral Agent shall have property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all rights risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and remedies electronic data processing coverage, with respect a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such policies of property, (b) maintain all such workers’ compensation or similar insurance as are provided for may be required by Applicable Law and (c) maintain, in this Agreement amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the other Credit Documentsproperties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateLender. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent Lender for application to the Obligations. Borrower shall deliver the originals or certified copies of such policies to Lender with lender's loss payable endorsements reasonably satisfactory to Lender, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Lender as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent Lender shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent . Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Guarantor shall (or Borrower and shall on such Guarantor’s behalf) maintain insurance with respect to the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are reasonably insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to Administrative Agent. Schedule 9.17(k) describes all such ; provided, however, Guarantors shall not be required to obtain credit insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Daterelated to their Accounts. All proceeds payable under each policy with respect to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy Collateral shall be payable to Agent. From time to time upon request, Guarantors shall deliver to Agent the applicable originals or certified copies of its insurance policies and, with respect to Real Estate Collateral, updated flood plain searches. Unless Agent for application to the Obligationsshall agree otherwise, except to the extent otherwise provided in Section 9.17(k)(iieach policy shall include satisfactory endorsements (i) hereof. Each policy of insurance or endorsement shall contain a clause showing Agent as lender loss payee; (ii) requiring the insurer to give not less than thirty (30) 30 days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Guarantor or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Guarantor fails to provide and pay for any insurance (or Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insuranceinsurance on such Guarantor’s behalf), the Collateral Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Guarantors therefor. Each Borrower Guarantor agrees to deliver to the Collateral Agent: (i) promptly as rendered, upon the request of such Agent, true copies of all material reports claims made in any reporting forms to insurance companiescompanies with respect to each casualty event causing more than $100,000 of damage or destruction to the Collateral; and (ii) such additional information and reports regarding insurance as requested by Agent from time to time. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Guarantors may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documentsany claims involving any Collateral.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrower shall deliver the originals or certified copies of such policies to Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, except to the extent otherwise provided in Section 9.17(k)(ii) hereofassignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) 8.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Datedate hereof, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii8.1.2(ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral applicable Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral applicable Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral applicable Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral applicable Agent, upon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral applicable Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral applicable Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral such Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligor shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks risks, in such amounts amounts, with such endorsements, and with such insurance companies insurers as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of On and after the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Restatement Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable prior to the Borrowers or the Canadian Subsidiary GuarantorsBank Loan Termination Date, as applicable, all proceeds under each such policy shall be payable to First Lien Agent, and following the applicable Bank Loan Termination Date (or prior to the Bank Loan Termination Date if receipt of such proceeds is waived, forgiven or postponed by more than 10 Business Days by the First Lien Agent or First Lien Lenders), all proceeds under each policy shall be payable to Agent for application the benefit of the Lenders; provided the foregoing shall in no way limit or impair the Agents rights as an additional insured under such policies. From time to time upon request, Obligors shall deliver to Agent the Obligationsoriginals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, except to the extent otherwise provided in Section 9.17(k)(iieach policy shall include reasonably satisfactory endorsements (i) hereof. Each policy of insurance showing Agent as loss payee or endorsement shall contain a clause additional insured, as appropriate; (ii) requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor fails to provide and pay for such insurance, First Lien Agent (and, following the Collateral Agent Bank Loan Termination Date, Agent) may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as Subject to the Intercreditor Agreement, while no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Obligors may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in First Lien Agent (and, following the manner specified in this Bank Loan Termination Date, Agent). Subject to the Intercreditor Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that if an Event of Default exists, only First Lien Agent (and, following the Collateral Agent Bank Loan Termination Date, Agent) shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischiefmischief and flood, and such other risks in such amounts amounts, with endorsements and with such insurance companies as are reasonably insurers (with a Best rating of at least A+, unless otherwise approved by Lender in its discretion) satisfactory to Administrative AgentLender. Schedule 9.17(k) describes All flood hazard diligence, documentation and insurance for any Real Estate constituting Collateral shall comply with all such insurance of the Borrowers Flood Laws and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are be satisfactory as of the Closing Dateto Lender. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to Lender. From time to time upon request, Borrowers shall deliver to Lender the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii) hereoforiginals or certified copies of its insurance certificates and updated flood plain searches. Each policy of insurance or endorsement shall contain a clause include the following endorsements reasonably satisfactory to Lender (i) showing Lender as lender’s loss payee; (ii) requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event Lender of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any insurance, the Collateral Agent Lender may, at in its option, but shall not be required todiscretion, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default existshas occurred and is continuing, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any claim with respect insurance claim, provided the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimLender. At any time that If an Event of Default existshas occurred and is continuing, only the Collateral Agent shall be authorized to Lender may settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligor shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks property damage perils, in such amounts and with such insurance companies coverages and deductibles as are reasonably satisfactory customary for companies similarly situated, with insurers rated by A.M. Best Co. as “A-VII” or higher. Subject to Administrative Agent. Schedule 9.17(k) describes all such insurance the terms of the Borrowers ABL Intercreditor Agreement and pursuant to the lender’s loss payee endorsement required under clause (i) of this Section 8.6.2(a) and the Canadian Subsidiary Guarantors in effect on the Closing Dateterms of Sections 8.6.2(b) and (c), which the Lenders acknowledge are satisfactory as of the Closing Date. All all proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to Administrative Agent. From time to time upon reasonable request, Obligors shall deliver to Administrative Agent the applicable Agent for application originals or certified copies of its insurance policies or certificates of insurance reasonably acceptable to Administrative Agent. Subject to the Obligationsterms of the ABL Intercreditor Agreement, except to the extent otherwise provided in Section 9.17(k)(iiunless Administrative Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) hereof. Each policy of insurance or endorsement shall contain a clause showing Administrative Agent as loss payee; (ii) requiring the insurer to give not less than thirty (30) days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Administrative Agent in the event of cancellation of the policy for any reason whatsoever except for cancellation resulting from the failure to pay insurance premium, in which case ten (10) day’s prior notice is required; and a clause (iii) specifying that the interest of the Collateral Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor fails to provide and pay for any such insuranceinsurance (whether or not an Event of Default has occurred under Section 11.1(c) as a result of such failure), the Collateral Administrative Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to the Collateral Administrative Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Obligors may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAdministrative Agent. At any time that If an Event of Default exists, only the Collateral Administrative Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) 8.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii8.1.2(ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral applicable Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral applicable Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral applicable Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral applicable Agent, upon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral applicable Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral applicable Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral such Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligor shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) 8.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors Obligors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Obligors shall deliver the certified copies of such policies to Agent with satisfactory lender’s loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, except to the extent otherwise provided in Section 9.17(k)(ii) hereofassignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor Obligor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Obligor provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees shall promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateLender. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent Lender for application to the Obligations. Borrower shall deliver the originals or certified copies of such policies to Lender with Lender’s loss payable endorsements reasonably satisfactory to Lender, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Lender as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent Lender shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent . Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks risks, in such amounts as are usually insured against by companies of a similar size engaged in similar businesses in the same geographic area (but at a minimum providing for property coverage not less than 100% of the value of the Collateral), and with such those insurance companies reflected on Schedule 8.6.2 or such other sound and reputable insurers as are reasonably satisfactory to Administrative the Applicable Agent. Schedule 9.17(k) describes all such From time to time as reasonably requested by the Applicable Agent, Borrowers shall deliver the originals or certified copies of its insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable policies to the Borrowers Applicable Agent. Unless the Applicable Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing the Applicable Agent as lender loss payee, mortgagee or the Canadian Subsidiary Guarantorsadditional insured, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(iiappropriate; (ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Applicable Agent in the event of cancellation of the policy for any reason whatsoever other than non-payment of premiums (in which case ten (10) days prior written notice shall be required); and a clause (iii) specifying that the interest of the Collateral Applicable Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral any Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral AgentAgents, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrowers with a Borrower and any Canadian Subsidiary Guarantor shall have the right to Group may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained Administrative Agent or otherwise reinvested to the extent permitted by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that If an Event of Default exists, only the Collateral Applicable Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are insurers (with a Best’s Financial Strength Rating of at least A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance All proceeds, subject however, to the provisions of the Borrowers and the Canadian Subsidiary Guarantors Intercreditor Agreement, under each policy shall be payable to Agent. Agent hereby agrees that self-insurance policies in effect on the Closing Date, which Date meet the Lenders acknowledge are satisfactory foregoing insurance requirements as of the Closing Date. All proceeds payable to the type of insurance covered by such self-insurance. From time to time upon request, Borrowers shall deliver to Agent the originals or the Canadian Subsidiary Guarantorscertified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, as applicable, under each such policy shall be payable to the applicable include satisfactory endorsements (i) showing Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(iias loss payee; (ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims. (b) During a Trigger Period, any proceeds of insurance arising from ABL Priority Collateral and, to the extent the Machinery Qualifying Date has occurred, Machinery (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of ABL Priority Collateral and, to the extent the Machinery Qualifying Date has occurred, Machinery shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. When a Trigger Period is not in effect, any insurance proceeds or condemnation awards relating to any loss or destruction of (i) Trucks that have a fair market or book value (whichever is more) of at least $1,000,000, (ii) Inventory that has a fair market or book value (whichever is more) of at least $1,000,000 or (iii) after the occurrence of the Machinery Qualifying Date, Machinery that has a fair market or book value (whichever is more) of at least $1,000,000 shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. Proceeds of and awards in respect of Senior Notes Priority Collateral shall be applied as provided in the Senior Notes Documents and in compliance with the Intercreditor Agreement. (c) If requested by Borrowers in writing within 30 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment or Real Estate (in each case, other than Senior Notes Priority Collateral), Borrowers may use such proceeds or awards to repair or replace such Equipment or Real Estate (and until so used, the proceeds shall be held by Agent shall have all rights as Cash Collateral) as long as (i) no Default or Event of Default exists; (ii) such repair or replacement is promptly undertaken and remedies concluded, in accordance with respect plans satisfactory to such policies Agent; (iii) replacement buildings are constructed on the sites of insurance as the original casualties and are provided for in this Agreement of comparable size, quality and utility to the other Credit Documents.destroyed

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood (if necessary) and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are insurers (with a Best Rating of at least A7, unless otherwise approved by Lender) reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateLender. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy (other than proceeds constituting Excluded Assets) shall be payable to Lender. From time to time upon request, Borrower shall deliver to Lender the applicable Agent for application originals or certified copies of its insurance policies and updated flood plain searches. Unless Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Lender as sole loss payee or additional insured, as appropriate (except with respect to the Obligations, except to the extent otherwise provided in Section 9.17(k)(iiinsurance proceeds constituting Excluded Assets); (ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any the Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate If the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insuranceany insurance required hereunder or under Section 10.1.7, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Borrower therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimLender. At any time that If an Event of Default exists, only the Collateral Agent Lender shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with claims (except claims in respect to such policies of insurance as are provided for in this Agreement and the other Credit DocumentsExcluded Assets).

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) 8.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Administrative Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii8.1.2(ii) hereof. Borrowers shall deliver the originals or certified copies of such policies to Administrative Agent with satisfactory lender’s loss payable endorsements reasonably satisfactory to Administrative Agent naming Administrative Agent as lender’s loss payee, mortgagee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Administrative Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Administrative Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Administrative Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Administrative Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Administrative Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Borrowers shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such Agent and with an insurance company with a Best’s rating of the Borrowers “A” or better and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as a financial size category of the Closing Datenot less than XII. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrowers shall deliver the originals or certified copies of such policies to Agent with satisfactory lender’s loss payable endorsements reasonably satisfactory to Agent, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Agent as sole lender’s loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any a Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate If the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails Borrowers fail to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees Borrowers agree to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor Borrowers shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, claims and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are reasonably insurers (with a Best rating of at least A+, unless otherwise approved by Lender in its discretion) satisfactory to Administrative AgentLender. Schedule 9.17(k) describes All flood hazard diligence, documentation and insurance for any Real Estate constituting Collateral shall comply with all such insurance of the Borrowers Flood Laws and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are be satisfactory as of the Closing Dateto Lender. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to Lender. From time to time upon request, Borrowers shall deliver to Lender the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii) hereoforiginals or certified copies of its insurance policies and updated flood plain searches. Each policy of insurance or endorsement shall contain a clause include endorsements satisfactory to Lender (i) showing Lender as lender’s loss payee; (ii) requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event Lender of cancellation of the policy for any reason whatsoever (other than for non-payment of premium in which 10-day notice is required); and a clause (iii) specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any insurance, the Collateral Agent Lender may, at in its option, but shall not be required todiscretion, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any claim with respect insurance claim, provided the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimLender. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to Lender may settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, other Obligors shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are reasonably insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its or other Information in this exhibit marked [CONFIDENTIAL TREATMENT REQUESTED] has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as Securities Exchange Act of the Closing Date1934. All proceeds payable Confidential treatment has been requested with respect to the Borrowers or the Canadian Subsidiary Guarantorsomitted portions. Obligors’ insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, as applicable, under each such policy shall be payable to the applicable include satisfactory endorsements (i) showing Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(iias loss payee; (ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary GuarantorBorrower, as applicable, other Obligor or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, other Obligor fails to provide and pay for such any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower and other Obligor agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower Borrowers and any Canadian Subsidiary Guarantor shall have the right to other Obligors may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are deposited in a Dominion Account or otherwise delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrower shall deliver the originals or certified copies of such policies to Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, except to the extent otherwise provided in Section 9.17(k)(ii) hereofassignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; provided Borrower PROVIDED that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateLender. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent Lender for application to the Obligations. Each Borrower shall deliver the originals or certified copies of such policies to Lender with satisfactory lender's loss payable endorsements reasonably satisfactory to Lender, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Lender as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers each Borrower therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; each Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent Lender shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent . Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligor shall maintain and pay for insurance with respect to the Collateral (subject to exceptions to be agreed upon all Collateral, wherever locatedby the Required Lenders), covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance insurers (with a Best’s Financial Strength Rating of at least A-VII, unless otherwise approved by Collateral Agent (at the direction of the Required Lenders)) consistent with industry practice for similarly situated companies as are or otherwise reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance Collateral Agent (at the direction of the Borrowers and the Canadian Subsidiary Guarantors Required Lenders); provided, however, that any required flood insurance shall only be required to be in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datecompliance with any applicable Flood Insurance Laws. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such property policy shall be payable to Collateral Agent as loss payee. From time to time upon reasonable request of the applicable Collateral Agent for application (at the direction of the Required Lenders), Obligors shall deliver to the ObligationsCollateral Agent copies of its insurance policies. Unless Collateral Agent shall agree otherwise, except to the extent otherwise provided in Section 9.17(k)(iieach property policy and general liability policy shall include customary endorsements (i) hereof. Each policy of insurance showing Collateral Agent as loss payee or endorsement shall contain a clause additional insured, as applicable; (ii) requiring the insurer to give not less than thirty (30A) days’ ten (10) days prior written notice (or if not available to the Collateral Agent in the case event of cancellation of the policy for reason of non-payment of premium, ten and (10B) days’thirty (30) days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever other reason; and a clause (iii) with respect to property policies, specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor or the owner of the property or property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor fails to provide and pay for such any insurance, the Collateral Agent maymay (at the direction of the Required Lenders), at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Obligors therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Obligors may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent (at the direction of the Required Lenders) shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrower shall deliver the originals or certified copies of such policies to Agent with lender's loss payable endorsements reasonably satisfactory to Agent, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Agent as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral . Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) 7.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrowers shall deliver the originals or certified copies of such policies to Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, except to the extent otherwise provided in Section 9.17(k)(ii) hereofassignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Borrowers shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateLender. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to Lender, and all condemnation proceeds payable with respect to any of the applicable Agent Collateral shall be paid to Lender, in each case, as determined by Lender in its reasonable discretion after consultation with Borrowers, either (i) for application to the Obligations, except or (ii) in the case of insurance or condemnation proceeds paid to Lender with respect to any Equipment or any Real Estate that is subject to a Mortgage, transferred to Borrowers to restore, repair or replace the extent otherwise provided in Section 9.17(k)(ii) hereofdamaged, destroyed or condemned Equipment or Real Estate. Borrowers shall deliver the originals or certified copies of such policies to Lender with lender's loss payable endorsements reasonably satisfactory to Lender, naming Lender as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Borrowers or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails Borrowers fail to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees Borrowers agree to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor Borrowers shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent Lender shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent . Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative AgentLender. Schedule 9.17(k) SCHEDULE 7.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy (and any such policy of any Affiliates or any Subsidiary (including any Foreign Subsidiary)) shall be payable to the applicable Agent Lender for application to the Obligations. Each Borrower shall deliver the originals or certified copies of such policies to Lender with satisfactory lender's loss payable endorsements reasonably satisfactory to Lender, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Lender as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers each Borrower therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; each Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent Lender shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent . Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain property and pay for casualty and third party liability insurance upon all Collateralwith respect to the Collateral in amounts, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts with endorsements and with such insurance companies as are reasonably insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable relating to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, arising out of a loss or claim with respect to Collateral under each such property and casualty policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the applicable originals or certified copies of its property and casualty liability insurance policies. Unless Agent for application to the Obligationsshall agree otherwise, except to the extent otherwise provided in Section 9.17(k)(iieach property and casualty policy shall include satisfactory endorsements (i) hereof. Each policy of insurance showing Agent as sole loss payee or endorsement shall contain a clause additional insured, as appropriate; (ii) requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement Upon request, Borrowers shall designate the Collateral deliver to Agent originals or certified copies of third party liability insurance policies and certificates of insurance evidencing third party liability coverage naming Agent as loss payee or an additional insured, as applicableinsured and requiring 30 days’ prior written notice to Agent of any cancellation. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any required property and casualty or third party liability insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same such insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agent, true copies of all material reports made in During any reporting forms to insurance companies. As long as period that no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any insurance claim relating to or arising out of a loss or claim with respect to any insurance maintained by such Borrower; provided that all Collateral, as long as the proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly delivered to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy with respect to any Collateral shall be payable to the applicable Agent for application to the Obligations. Borrower shall deliver the originals or certified copies of such policies to Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, except to the extent otherwise provided in Section 9.17(k)(ii) hereofassignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligor shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) SCHEDULE 8.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors Obligors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Obligors shall deliver the certified copies of such policies to Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, except to the extent otherwise provided in Section 9.17(k)(ii) hereofassignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor Obligor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Obligor provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees shall promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligor shall maintain insurance as to the Collateral covering liabilities, losses or damage as customarily are insured against by other Persons engaged in the same or similar businesses. All such policies of insurance shall be with financially sound insurance companies (other than in respect of any self-insurance which Borrowers believe (in the good faith judgment of management of Borrowers) is reasonable and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, prudent in light of the size and such other risks nature of their business) and in such amounts (after giving effect to any self-insurance maintained consistent with the standards provided for herein) as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event, as to any ABL Facility Priority Collateral (or Collateral of the Foreign Domiciled Obligors in the nature of ABL Facility Priority Collateral), in amounts, adequacy and scope reasonably satisfactory to Agent (and Agent acknowledges that based on the information provided to it on or prior to the date hereof with such respect thereto, as to insurance companies as coverage for the ABL Facility Priority Collateral in effect on the date hereof, the amounts, adequacy and scope are reasonably satisfactory to Administrative Agentit). Schedule 9.17(k) describes all such From time to time upon request, Obligors shall deliver to Agent the originals or certified copies of its insurance of the Borrowers policies and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Dateupdated flood plain searches. All proceeds payable Unless Agent shall agree otherwise (giving due consideration to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice (or if not what is commercially available in the case insurance market), each policy shall include satisfactory endorsements (i) showing Agent as lender’s loss payee with respect to any policies of non-payment property insurance; (ii) providing notice of premium, ten cancellation; and (10iii) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor fails to provide and pay for such any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers Obligors therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Obligors may settle, adjust and or compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that If an Event of Default exists, upon notice by Agent to Obligors that such rights are being suspended, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.. 126

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligor shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are insurers (with a Best rating of at least A+, unless otherwise approved by Agent in its reasonable discretion) reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes ; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are Flood Laws or shall otherwise be reasonably satisfactory as of the Closing Dateto all Lenders. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application subject to the Obligationsterms of the Intercreditor Agreement. From time to time upon request of Agent, except the Obligors shall deliver to the extent otherwise provided in Section 9.17(k)(ii) hereofAgent certified copies of its insurance policies and updated flood plain searches. Each policy of insurance or endorsement shall contain a clause include endorsements reasonably satisfactory to Agent (i) showing Agent as lender loss payee; (ii) requiring the insurer to give not less than thirty (30) days’ days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any DM3\8972795.2 reason whatsoever (except non-payment of premium for which ten (10) days’ notice shall be given); and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary GuarantorObligor, as applicable, or the owner of the property or nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate If the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails Obligors fail to provide and pay for such any insurance, the Collateral Agent may, at in its option, but shall not be required todiscretion, procure the same insurance and charge the applicable Borrowers Borrower therefor. Each Borrower Bxxxxxxx agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as Provided no Event of Default then exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Obligors may settle, adjust and or compromise any claim with respect insurance claim, provided the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in Agent (subject to the manner specified in this terms of the Intercreditor Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim). At any time that If an Event of Default then exists, only Agent may, subject to the Collateral Agent shall be authorized to terms of the Intercreditor Agreement, settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for and maintain, with financially sound and reputable insurers having a rating of at least B+ VII or better by Best’s Ratings, a publication of A.M. Best Company (or, in the case of aircraft liability insurance, with its current insurers or with other insurers reasonably acceptable to Lender), insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks and in such amounts and with such insurance companies as are reasonably satisfactory to Administrative AgentLender. Schedule 9.17(k) 8.1.2 hereto describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which date hereof and Lender confirms that the Lenders acknowledge are level of insurance set forth on Schedule 8.1.2 hereto is reasonably satisfactory to it based on the circumstances as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy policy, to the extent relating to tangible Collateral or business interruption insurance, shall be payable to the applicable Agent Lender for application to the Obligations. Within 30 days after the Closing Date, except Borrowers shall deliver insurance certificates (and, following Lender’s request, certified copies of policies) for such policies relating to the extent otherwise provided in Section 9.17(k)(ii) hereoftangible Collateral or business interruption insurance to Lender with lender’s loss payable endorsements reasonably satisfactory to Lender naming Lender as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or insurance certificate or endorsement relating to tangible Collateral or business interruption insurance shall contain a clause requiring the insurer to give not less than thirty (30) days’ days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentwritten request, true copies of all material reports made in any reporting forms to property insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower with respect to the Collateral provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent Lender alone shall be authorized to settle, adjust and compromise such property insurance claims, and the Collateral Agent Lender shall have all rights and remedies with respect to such policies of property insurance as are provided for in this Agreement and the other Credit DIP Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Obligors shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with insurers (including Captive Insurance Subsidiaries) as is customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Obligors or their Subsidiaries operate; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such insurance companies as are reasonably satisfactory Real Estate shall comply with all Flood Laws; and provided, further, that Obligors shall be permitted to Administrative Agent. Schedule 9.17(k) describes all such insurance self-insure with respect to physical damage of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateRevenue Equipment. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy insuring Collateral or providing for business interruption insurance shall be payable to Agent. From time to time upon request, Obligors shall deliver to Agent the applicable originals or certified copies of its insurance policies and updated flood hazard certificates. Unless Agent for application to the Obligationsshall agree otherwise, except to the extent otherwise provided in Section 9.17(k)(iieach policy shall include satisfactory endorsements (i) hereof. Each policy of insurance showing Agent as loss payee or endorsement shall contain a clause additional insured, as appropriate; (ii) requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, Obligor fails to provide and pay for such any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same such insurance and charge the applicable Borrowers Obligors therefor. Each Borrower Obligor agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companiescompanies to the extent requested by Agent. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Obligors may settle, adjust and or compromise any insurance claim with respect to any insurance maintained by such Borrower; provided that all Collateral, as long as the proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly delivered to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are insurers (with a Best rating of at least A, unless otherwise approved by Agent in its discretion) reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes ; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are Flood Laws or shall otherwise be satisfactory as of the Closing Dateto all Lenders. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy for which Agent is to be named an lender loss payee hereunder shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the applicable Agent for application to the originals or certified copies of its insurance policies and if Real Estate secures any Obligations, except to the extent otherwise provided in Section 9.17(k)(iiupdated flood plain searches. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) hereof. Each policy of insurance or endorsement shall contain a clause showing Agent as lender loss payee; (ii) requiring the insurer to give not less than thirty (30A) days’ 10 days prior written notice (or if not available to Agent in the case event of cancellation of the policy for non-payment of premium, ten and (10B) days’) 30 days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever reason; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any insurance, the Collateral Agent may, at in its option, but shall not be required todiscretion, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to may settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies . (b) Any proceeds of insurance for which Agent is to be named as lender loss payee hereunder (other than workers’ compensation or D&O insurance) and any awards arising from condemnation of Collateral shall be paid directly to Agent for application to the Obligations. (c) If requested by Borrowers in writing within 15 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment or Real Estate, Borrowers may use such proceeds or awards to repair or replace such Equipment or Real Estate (and until so used, the proceeds shall be held by Agent as Cash Collateral) as long as (i) no Default or Event of Default exists; (ii) such repair or replacement is promptly undertaken and concluded, in accordance with plans satisfactory to Agent; (iii) replacement buildings are provided constructed on the sites of the original casualties and are of comparable size, quality and utility to the destroyed buildings; (iv) the repaired or replaced Property is free of Liens, other than Permitted Liens that are not Purchase Money Liens; (v) Borrowers comply with disbursement procedures for in this Agreement such repair or replacement as Agent may reasonably require; and (vi) the other Credit Documentsaggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $2,500,000. 8.6.3.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are insurers (with a Best’s Financial Strength Rating of at least A_ VII, unless otherwise approved by Agent) reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance All proceeds, subject however, to the provisions of the Borrowers and the Canadian Subsidiary Guarantors Intercreditor Agreement, under each policy shall be payable to Agent. Agent hereby agrees that self-insurance policies in effect on the Closing Date, which Date meet the Lenders acknowledge are satisfactory foregoing insurance requirements as of the Closing Date. All proceeds payable to the type of insurance covered by such self-insurance. From time to time upon request, Borrowers shall deliver to Agent the originals or the Canadian Subsidiary Guarantorscertified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, as applicable, under each such policy shall be payable to the applicable include satisfactory endorsements (i) showing Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(iias loss payee; (ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims. (b) During a Trigger Period, any proceeds of insurance arising from ABL Priority Collateral (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of ABL Priority Collateral shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. When a Trigger Period is not in effect, any insurance proceeds or condemnation awards relating to any loss or destruction of (i) Trucks that have a fair market or book value (whichever is more) of at least $1,000,000 or (ii) Inventory that has a fair market or book value (whichever is more) of at least $1,000,000 shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. Proceeds of and awards in respect of Senior Notes Priority Collateral Agent shall have all rights be applied as provided in the Senior Notes Documents and remedies in compliance with respect the Intercreditor Agreement. (c) If requested by Borrowers in writing within 30 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to such policies any loss or destruction of insurance as are provided for Equipment or Real Estate (in this Agreement and the each case, other Credit Documents.than Senior Notes Priority Collateral), Borrowers

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Borrowers shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative AgentLender. Schedule 9.17(k) describes all such Lender acknowledges that Borrowers' existing insurance of the Borrowers coverage and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge insurance companies are satisfactory as of the Closing Datesatisfactory. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent Lender for application to the Obligations. Borrowers shall deliver the originals or certified copies of such policies to Lender with loss payable endorsements reasonably satisfactory to Lender, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Lender as sole loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicablereason. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails Borrowers fail to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees Borrowers agree to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default existsexists and is continuing, each Borrower and any Canadian Subsidiary Guarantor Borrowers shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an a Default or Event of Default existsexists and is continuing, only the Collateral Agent Lender shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent . Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts (subject to current deductibles of $250,000 unless otherwise consented to by Agent) and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) SCHEDULE 7.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors Borrower in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrower shall deliver the originals or certified copies of such policies to Agent with lender's loss payable endorsements reasonably satisfactory to Agent, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Agent as sole lender's loss payee, mortgagee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each If requested by Agent, Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents; provided, that Agent shall use reasonable efforts to consult with Borrower regarding such settlement, adjustment or compromise but shall have no liability to Borrower for Agent's failure to do so.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) SCHEDULE 7.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrowers shall deliver the originals or certified copies of such policies to Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, except to the extent otherwise provided in Section 9.17(k)(ii) hereofassignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents. Any condemnation awards in connection with a condemnation of any of the Collateral shall be promptly turned over to Agent for application to the Obligations.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, Borrowers shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such Agent and with an insurance company with a Best's rating of the Borrowers "A" or better and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as a financial size category of the Closing Datenot less than XII. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations. Borrowers shall deliver the originals or certified copies of such policies to Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to Agent, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Agent as sole lender's loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any a Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate If the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails Borrowers fail to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees Borrowers agree to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor Borrowers shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, claims and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering products liability, business interruption, casualty, hazard, public liability, theft, embezzlement or other criminal misappropriation, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative AgentLender. Schedule 9.17(k) SCHEDULE 8.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors each Borrower in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Datedate hereof. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy relating to coverage for loss of Collateral shall be payable to the applicable Agent Lender for application to the Obligations. Each Borrower shall deliver the originals or certified copies of such policies to Lender with satisfactory lender's loss payable endorsements reasonably satisfactory to Lender, except to the extent otherwise provided in Section 9.17(k)(ii) hereofnaming Lender as sole lender's loss payee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent Lender in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent Lender shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent Lender may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers each Borrower therefor. Each Borrower agrees to deliver to the Collateral AgentLender, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; each Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default existsexists and there are borrowings outstanding in excess of Liquid Collateral, only the Collateral Agent Lender shall be authorized authorized, upon 5 day prior written notice to Borrowers, to settle, adjust and compromise such claims, and the Collateral Agent . Lender shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurance companies as are reasonably insurers (with a Best’s Rating of at least A+, unless otherwise approved by Agent) satisfactory to Administrative Agent. Schedule 9.17(k) describes all such Agent (it being understood and agreed that the insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect place on the Closing Date, which the Lenders acknowledge Date and insurers providing it are satisfactory as of the Closing Dateto Agent). All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy in respect of Collateral shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the applicable originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent for application shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent as loss payee in respect of the property insurance policies relating to the ObligationsCollateral and additional insured in respect of the liability insurance policies, except to the extent otherwise provided in Section 9.17(k)(iias applicable; (ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any insurance claim with respect relating to any insurance maintained by such Borrower; provided that all Collateral, as long as the proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly delivered to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect claims relating to such policies of insurance as are provided for in this Agreement and the other Credit DocumentsCollateral.

Insurance of Collateral; Condemnation Proceeds. (i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) 7.1.2 describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Datedate hereof. Borrowers shall deliver the originals or certified copies of such policies to Agent with lender's loss payable endorsements reasonably satisfactory to Agent naming Agent as sole loss payee, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers assignee or the Canadian Subsidiary Guarantorsadditional insured, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 9.17(k)(ii) hereofappropriate. Each policy of insurance or endorsement endorsement, unless otherwise agreed to in writing by Agent, shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any either Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any either Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the promptly after Agent's request of such Agenttherefor, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; Borrower provided that (i) all proceeds thereof with respect to any claim in excess of $250,000 shall be remitted to Agent in the manner specified in this Agreement and (ii) all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (i) Each The Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, loss in transit and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Administrative the Agent. Schedule 9.17(k) describes all such insurance of the Borrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Secured Obligations. On or before the Fifth Amendment Date, except the Borrower shall deliver a certificate of insurance evidencing such policies with satisfactory lender's loss payable endorsements reasonably satisfactory to the extent otherwise provided Agent naming the Agent as sole loss payee, assignee or additional insured, as appropriate, and as soon as possible, but in Section 9.17(k)(iino event later than sixty (60) hereofdays after the Fifth Amendment Date, the Borrower shall deliver the originals or certified copies of such policies to the Agent. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ 30 days prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any the Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate If the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the applicable Borrowers Borrower therefor. Each The Borrower agrees to deliver to the Collateral Agent, upon the request of such Agentpromptly as rendered, true copies of all material reports made in any reporting forms to insurance companies. As For so long as no Event of Default exists, each the Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; the Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, and the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Loan Documents.

Insurance of Collateral; Condemnation Proceeds. (ia) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all with respect to the Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks risks, in such amounts amounts, with endorsements and with such insurers (in the case of insurance companies as are reasonably on the Property, with a Best Rating of at least A7, unless otherwise approved by Agent and Security Trustee) satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the Borrowers Agent and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing DateSecurity Trustee. All proceeds payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to Agent or Security Trustee, as its interests may appear. From time to time upon request, Borrowers shall deliver to Agent and Security Trustee the applicable originals or certified copies of their insurance policies and updated flood plain searches. Unless Agent for application to the Obligationsshall agree otherwise, except to the extent otherwise provided in Section 9.17(k)(iieach policy shall include reasonably satisfactory endorsements (i) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice (or if not available showing Agent, in the case of non-payment property insurance, as sole loss payee or additional insured, as appropriate; or, in the case of premiumcrime insurance, ten as joint loss payee (10ii) days’) requiring 10 days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever whatsoever; and a clause specifying (iii) specifying, in the case of non-marine property insurance, that the interest interests of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the property or Property, nor by the occupation of the premises for purposes more hazardous than are permitted by said the policy. Each endorsement shall designate the Collateral Agent as loss payee or additional insured, as applicable. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same insurance and charge the applicable Borrowers therefor. Each Borrower agrees to deliver to the Collateral Agent, upon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. As long as While no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to Borrowers may settle, adjust and or compromise any claim with respect insurance claim, as long as the proceeds are delivered to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claimAgent. At any time that If an Event of Default exists, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims, . The Eligible Vessels shall be insured in accordance with the Ship Mortgages. In the event of a conflict between the provisions of this Section 8.6.2 and the Collateral Agent Ship Mortgages, compliance with the Ship Mortgage provisions shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documentsbe deemed compliance hereunder.