Common use of Insurance Policy Clause in Contracts

Insurance Policy. (a) Between the date of this Agreement and the Initial Closing Date, and subject to Section 6.28(c), Sellers shall, or shall cause the Company and RemainCo to, purchase and maintain policies of insurance for the Company and RemainCo having a term of not less than one (1) year and containing terms and conditions that (i) will not permit the insurer(s) thereunder to terminate or cancel such insurance prior to the expiration of the term of such policy, other than for cause (which shall not include a change in control of the insured in connection with the transactions contemplated by this Agreement), (ii) with respect to any policies purchased by or for the benefit of the Group Companies, are otherwise sufficient to permit the Group Companies to comply with any and all covenants regarding insurance that, as of the Initial Closing Date, are contained in any of the Group Company Credit Facilities or any railcar management agreement of any Group Company that, in either such case, will remain in effect following the Initial Closing Date and (iii) with respect to any policies purchased by RemainCo, would satisfy Section 5.6 of the RemainCo Railcar Management Agreement if the Company had obtained such policies on behalf of RemainCo. Sellers shall ensure that insurance policies satisfying the foregoing requirements have been obtained, which shall remain in effect through the date of the Initial Closing. In the event that RemainCo purchases an insurance policy pursuant to this Section 6.28(a), Section 5.6 shall not be included in the RemainCo Railcar Management Agreement(s); provided, that RemainCo shall bear all costs associated with such insurance policy. (b) Buyer shall cooperate with Sellers and provide such information as is reasonably requested by the prospective insurers in connection with the process of obtaining such policies of insurance. Sellers shall, or shall cause the Company to, use commercially reasonable efforts to procure such insurance on terms that are customary in the industry. Sellers shall provide Buyer with a reasonable opportunity to review the proposed policies of insurance, keep Buyer reasonably informed as to the status of the process to obtain such insurance, and furnish to Buyer copies of such policies of insurance when obtained. (c) Notwithstanding anything to the contrary in Section 6.28(a), if RemainCo is unable to purchase an insurance policy with respect to the Final Directive Cars, then, in advance of the Initial Closing, the Company shall instead purchase and maintain casualty, public liability and property damage insurance coverage for the Final Directive Cars as required by, and meeting the criteria set forth in, Section 5.6 of the RemainCo Railcar Management Agreement, including designating RemainCo as a named insured and loss payee. In the event that the Company purchases and maintains insurance coverage for RemainCo pursuant to this Section 6.28(c), (i) Sellers shall be deemed to have satisfied the insurance coverage requirements of Section 6.28(a) with respect to RemainCo, (ii) Sellers shall ensure that such coverage (or other coverage satisfying the foregoing requirements) shall remain in effect through the date of the Initial Closing, and (iii) Section 5.6 shall be included in the RemainCo Railcar Management Agreement(s).

Insurance Policy. (a) Between If advised by RASV and specified in Item 11 of Schedule 1, the date of this Agreement Exhibitor must take out and the Initial Closing Date, keep a current public and subject to Section 6.28(c), Sellers shall, or shall cause the Company and RemainCo to, purchase and maintain policies of insurance for the Company and RemainCo having a term of not less than one (1) year and containing terms and conditions that (i) will not permit the insurer(s) thereunder to terminate or cancel such insurance prior to the expiration of the term of such policy, other than for cause (which shall not include a change in control of the insured in connection with the transactions contemplated by this Agreement), (ii) with respect to any policies purchased by or for the benefit of the Group Companies, are otherwise sufficient to permit the Group Companies to comply with any and all covenants regarding insurance that, as of the Initial Closing Date, are contained in any of the Group Company Credit Facilities or any railcar management agreement of any Group Company that, in either such case, will remain in effect following the Initial Closing Date and (iii) with respect to any policies purchased by RemainCo, would satisfy Section 5.6 of the RemainCo Railcar Management Agreement if the Company had obtained such policies on behalf of RemainCo. Sellers shall ensure that insurance policies satisfying the foregoing requirements have been obtained, which shall remain in effect through the date of the Initial Closing. In the event that RemainCo purchases an products liability insurance policy pursuant to this Section 6.28(a), Section 5.6 shall not be included for at least the amount specified in Item 11 of Schedule 1 for any one occurrence and in the RemainCo Railcar Management Agreement(s); provided, that RemainCo shall bear all costs associated with such insurance policyaggregate for products liability. (b) Buyer shall cooperate with Sellers The Exhibitor must, at its own cost and provide such information as is reasonably requested expense, effect and maintain for the Term an insurance policy to cover any and all plant and equipment owned by the prospective insurers in connection with the process of obtaining such policies of insurance. Sellers shall, or shall cause the Company to, use commercially reasonable efforts to procure such insurance on terms that are customary in the industry. Sellers shall provide Buyer with a reasonable opportunity to review the proposed policies of insurancepossession, keep Buyer reasonably informed as to the status custody or control of the process Exhibitor which is to obtain such insurancebe used or, and furnish which is intended to Buyer copies be used, for the purposes of such policies of insurance when obtainedperforming its obligations under this Agreement. (c) Notwithstanding anything With respect to the contrary in Section 6.28(a), if RemainCo is unable to purchase an each insurance policy with respect to the Final Directive Cars, then, in advance of the Initial Closing, the Company shall instead purchase and maintain casualty, public liability and property damage insurance coverage for the Final Directive Cars as required by, and meeting the criteria set forth in, Section 5.6 of the RemainCo Railcar Management Agreement, including designating RemainCo as a named insured and loss payee. In the event that the Company purchases and maintains insurance coverage for RemainCo pursuant to under this Section 6.28(c), Clause 8.1: (i) Sellers shall be deemed to have satisfied The Exhibitor must ensure that the policy is taken out with an APRA approved insurance coverage requirements of Section 6.28(a) with respect to RemainCo, company; (ii) Sellers shall ensure that such coverage (or other coverage satisfying The Exhibitor must produce to RASV for inspection as required, a certificate of currency for the foregoing requirements) shall remain in effect through the date of the Initial Closing, and policy/s; (iii) Section 5.6 shall be The Exhibitor must notify RASV of any cancellation or threatened cancellation of its insurance required under this Clause 8.1 by giving RASV two (2) days prior written notice; (iv) The Exhibitor must ensure that RASV, Showgrounds Nominees Pty Ltd and PPP Solutions (Showgrounds) Nominees Pty Ltd are included as joint insureds on the policy; and (v) The Exhibitor must ensure that each policy provides that: A. the insurer will treat notice of any occurrence given by one insured party as notice given by all insured parties; and B. failure by one insured party to disclose any material information or to comply with the conditions of the policy will not prejudice the rights of any other insured party. (d) If the Exhibitor fails to comply with its insurance obligations under this Clause 8.1, RASV by notice may require it to do so and if, within seven (7) days of the request by RASV, the Exhibitor has not produced a current insurance policy, certificate of currency in respect of its insurance conforming with the RemainCo Railcar Management Agreement(s)requirements of this Clause 8.1, RASV reserves the right to terminate the Right of Occupancy in accordance with Clause 11 of this Agreement.

Insurance Policy. (a) Between The Parties acknowledge that Buyer will enter into the date Insurance Policy as a replacement for Buyer making claims against Sellers and in order to obtain protection in the event of this Agreement and the Initial Closing Date, and subject to Section 6.28(c), Sellers shall, or shall cause the Company and RemainCo to, purchase and maintain policies of insurance for the Company and RemainCo having a term of not less than one (1) year and containing terms and conditions that (i) will not permit the insurer(s) thereunder to terminate or cancel such insurance prior to the expiration any breach of the term of such policy, other than for cause (which shall not include a change in control of the insured in connection with the transactions contemplated by this Agreement), (ii) with respect to any policies purchased by or for the benefit of the Group Companies, are otherwise sufficient to permit the Group Companies to comply with any and all covenants regarding insurance that, as of the Initial Closing Date, are contained in any of the Group Company Credit Facilities or any railcar management agreement of any Group Company that, in either such case, will remain in effect following the Initial Closing Date and (iii) with respect to any policies purchased by RemainCo, would satisfy Section 5.6 of the RemainCo Railcar Management Agreement if the Company had obtained such policies on behalf of RemainCo. Sellers shall ensure that insurance policies satisfying the foregoing requirements have been obtained, which shall remain in effect through the date of the Initial Closing. In the event that RemainCo purchases an insurance policy pursuant to this Section 6.28(a), Section 5.6 shall not be included in the RemainCo Railcar Management Agreement(s); provided, that RemainCo shall bear all costs associated with such insurance policyWarranties. (b) The Parties agree that Sellers shall not, under any circumstances, have any liability towards Buyer, or Buyer shall cooperate with Sellers and provide such information as is reasonably requested be entitled to any remedies or actions whatsoever against Sellers, in respect of the Warranties, irrespective of whether a Loss resulting from a breach of the Warranties would be covered by the prospective insurers in connection with the process of obtaining such policies of insurance. Sellers shall, Insurance Policy or shall cause the Company to, use commercially reasonable efforts discovered by Seller prior to procure such insurance on terms that are customary Closing (and reflected in the industry. Sellers shall provide Buyer with Bring Down of Disclosures), except where a reasonable opportunity to review Claim is the proposed policies consequence of insurance, keep Buyer reasonably informed as to (i) fraud or willful misconduct on the status part of such Seller; or (ii) a breach of any of the process Fundamental Warranties (in which case the provisions of Section 10.2(c) shall apply). Buyer has determined the scope and terms of the Insurance Policy to obtain such insurancebe sufficient for the purpose of releasing Sellers from any liability under the Warranties except for as provided for under Section 10.2(c). For the avoidance of doubt, and furnish to Buyer copies no disclosure that may be included in the Bring Down of such policies Disclosures shall in any way limit Sellers’ liability for breaches of insurance when obtainedFundamental Warranties as set forth herein. (c) Notwithstanding anything With respect to a breach of the Fundamental Warranties by any Seller, or in case of fraud or willful misconduct on the part of any Seller, only such Seller shall be liable to Buyer if and to the contrary extent the Loss resulting from such circumstance is not recoverable under the Insurance Policy. However, Buyer shall in the first instance direct the Claim towards the Insurer and, in case the Claim has not been satisfied in full by the Insurer, only thereafter direct the Claim towards Seller and only in the amount which has not been recovered from the Insurer. For breaches of the Fundamental Warranties by Sellers, Sellers’ liability is, for the avoidance of doubt, subject to the applicable limitations of liability set out in this Section 6.28(a)10. (d) For the avoidance of doubt, if RemainCo the Insurance Policy is unable for any reason terminated or amended by either party thereto, or not becoming effective (wholly or partly) for whatever reason, Buyer shall not have the right to purchase an insurance policy with respect make any Claim against Sellers for compensation for a Loss resulting from a breach of the Warranties other than as expressly set out in Sections 10.2(b)-(c) in relation to a fraud or willful misconduct on the part of a Seller or a breach of any of the Fundamental Warranties. (e) The Parties acknowledge that Sellers are not a party to the Final Directive CarsInsurance Policy and that the Insurer is not a party to this Agreement, thenand that, consequently, neither Sellers nor the Insurer shall have any rights or obligations against each other under this Agreement or the Insurance Policy. (f) Buyer undertakes to ensure that the Insurer has no right of subrogation against Sellers, except in advance cases of fraud or willful misconduct on the part of a Seller (and in such case only against such Seller). (g) The Parties acknowledge that the Insurance Policy covers losses only in excess of the Initial Closingretention amount defined therein, i.e. in the event of a breach of any of the Warranties which results in a compensable loss in accordance with the terms of the Insurance Policy, the Company shall instead purchase and maintain casualtyretention amount will be deducted from such loss, public before Buyer is entitled to compensation from the Insurer under the Insurance Policy. For the avoidance of doubt, but without limiting Sellers’ liability and property damage insurance coverage for breaches of Fundamental Warranties hereunder, neither Buyer nor any other person has any right to make any Claims against Sellers regarding any retention amount or deductible under the Final Directive Cars as required by, and meeting the criteria set forth in, Section 5.6 of the RemainCo Railcar Management Agreement, including designating RemainCo as a named insured and loss payee. Insurance Policy. (h) In the event that the Company purchases and maintains insurance coverage for RemainCo pursuant to of any inconsistency or conflict between this Section 6.28(c)10.2 and any other terms and provisions of this Agreement, (i) Sellers this Section 10.2 shall be deemed to have satisfied the insurance coverage requirements of Section 6.28(a) with respect to RemainCo, (ii) Sellers shall ensure that such coverage (or other coverage satisfying the foregoing requirements) shall remain in effect through the date of the Initial Closing, and (iii) Section 5.6 shall be included in the RemainCo Railcar Management Agreement(s)prevail.

Insurance Policy. (a) Between the date of this Agreement and the Initial Closing DateThe Company may, and subject at its option, cause to Section 6.28(c), Sellers shall, or shall cause the Company and RemainCo to, purchase and maintain policies of insurance for the Company and RemainCo having a term of not less than one (1) year and containing terms and conditions that (i) will not permit the insurer(s) thereunder to terminate or cancel such insurance prior be delivered to the expiration of the term of such policy, other than for cause (which shall not include a change in control of the insured in connection with the transactions contemplated by this Agreement), (ii) with respect to any policies purchased by or Trustee an Insurance Policy for the benefit of the Group CompaniesBonds. Under any such Insurance Policy, are otherwise sufficient to permit the Group Companies to comply with any and all covenants regarding insurance that, as Insurer shall guarantee the payment of the Initial Closing Date, are contained in any principal of the Group Company Credit Facilities or any railcar management agreement of any Group Company that, in either such case, will remain in effect following Bonds upon the Initial Closing Date stated maturity thereof and (iii) with respect to any policies purchased by RemainCo, would satisfy Section 5.6 upon the mandatory redemption of the RemainCo Railcar Management Agreement if Bonds pursuant to Section 4.03(b) of the Indenture and the payment of the interest on the Bonds as the same accrues and becomes due and payable. The Issuer and the Company had obtained such policies on behalf of RemainCo. Sellers shall ensure that insurance policies satisfying agree to be bound by the foregoing requirements have been obtained, which shall remain in effect through the date provisions of the Initial Closing. In Indenture pertaining to the event that RemainCo purchases an insurance policy pursuant to this Section 6.28(a), Section 5.6 shall not be included in the RemainCo Railcar Management Agreement(s); provided, that RemainCo shall bear all costs associated with such insurance policyInsurance Policy. (b) Buyer shall cooperate The Company agrees that (i) upon receipt of reasonable (but not more than 30 days) prior written notice, it will permit the Insurer to discuss the affairs, finances and accounts of the Company with Sellers appropriate officers of the Company, (ii) as soon as practicable after the filing thereof, it will provide a copy of each Form 10-K and Form 10-Q of the Company and a copy of any audited financial statements and annual reports of the Company and (iii) as promptly as practicable, it will provide such other information as is the Insurer shall reasonably requested by request; provided, that the prospective insurers in connection with delivery to the process Insurer of obtaining such policies of insurance. Sellers shall, or any non-public information shall cause be subject to the condition that the Insurer provide to the Company toan undertaking, use commercially reasonable efforts to procure such insurance on terms that are customary in the industry. Sellers shall provide Buyer with a reasonable opportunity to review the proposed policies of insurance, keep Buyer reasonably informed as acceptable to the status of Company, to preserve the process to obtain such insurance, and furnish to Buyer copies confidentiality of such policies of insurance when obtainedinformation. (c) Notwithstanding anything The Company agrees that the Insurer shall have the right to direct an accounting at the contrary in Section 6.28(a)Company's expense, if RemainCo is unable and the Company's failure to purchase an insurance policy comply with respect to the Final Directive Cars, then, in advance such direction within thirty (30) days after receipt of written notice of the Initial Closing, direction from the Company shall instead purchase and maintain casualty, public liability and property damage insurance coverage for the Final Directive Cars as required by, and meeting the criteria set forth in, Section 5.6 of the RemainCo Railcar Management Agreement, including designating RemainCo as a named insured and loss payee. In the event that the Company purchases and maintains insurance coverage for RemainCo pursuant to this Section 6.28(c), (i) Sellers Insurer shall be deemed to have satisfied a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the insurance coverage requirements interests of Section 6.28(a) with respect to RemainCo, (ii) Sellers shall ensure that such coverage (or other coverage satisfying the foregoing requirements) shall remain in effect through the date any Owner of the Initial Closing, and (iii) Section 5.6 shall be included in the RemainCo Railcar Management Agreement(s)Bonds.

Insurance Policy. (a) Between Notwithstanding the date of this Agreement and foregoing, the Initial Closing Date, and subject Master Servicer is not required to Section 6.28(c), Sellers shall, exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or shall cause is proposed to be conveyed satisfies the Company and RemainCo to, purchase and maintain policies of insurance for the Company and RemainCo having a term of not less than one (1) year and containing terms and conditions that (i) will not permit contained in the insurer(s) thereunder to terminate or cancel such insurance prior to Mortgage Note and Mortgage related thereto and the expiration consent of the term of mortgagee under such policy, other than for cause (which shall Mortgage Note or Mortgage is not include a change in control of the insured in connection with the transactions contemplated by this Agreement), (ii) with respect to any policies purchased by otherwise so required under such Mortgage Note or for the benefit of the Group Companies, are otherwise sufficient to permit the Group Companies to comply with any and all covenants regarding insurance that, as of the Initial Closing Date, are contained in any of the Group Company Credit Facilities or any railcar management agreement of any Group Company that, in either such case, will remain in effect following the Initial Closing Date and (iii) with respect to any policies purchased by RemainCo, would satisfy Section 5.6 of the RemainCo Railcar Management Agreement if the Company had obtained such policies on behalf of RemainCo. Sellers shall ensure that insurance policies satisfying the foregoing requirements have been obtained, which shall remain in effect through the date of the Initial Closing. In the event that RemainCo purchases an insurance policy pursuant to this Section 6.28(a), Section 5.6 shall not be included in the RemainCo Railcar Management Agreement(s); provided, that RemainCo shall bear all costs associated with such insurance policy. (b) Buyer shall cooperate with Sellers and provide such information as is reasonably requested by the prospective insurers in connection with the process of obtaining such policies of insurance. Sellers shall, or shall cause the Company to, use commercially reasonable efforts to procure such insurance on terms that are customary in the industry. Sellers shall provide Buyer with a reasonable opportunity to review the proposed policies of insurance, keep Buyer reasonably informed as to the status of the process to obtain such insurance, and furnish to Buyer copies of such policies of insurance when obtained. (c) Notwithstanding anything to the contrary in Section 6.28(a), if RemainCo is unable to purchase an insurance policy with respect to the Final Directive Cars, then, in advance of the Initial Closing, the Company shall instead purchase and maintain casualty, public liability and property damage insurance coverage for the Final Directive Cars as required by, and meeting the criteria set forth in, Section 5.6 of the RemainCo Railcar Management Agreement, including designating RemainCo Mortgage as a named insured and loss payeecondition to such transfer. In the event that the Company purchases Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and maintains insurance coverage for RemainCo modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to this which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 6.28(c3.10(b), (i) Sellers is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to have satisfied be in default under this Section by reason of any transfer or assumption which the insurance coverage requirements of Section 6.28(a) with respect to RemainCoMaster Servicer reasonably believes it is restricted by law from preventing, (ii) Sellers shall ensure that such coverage (or other coverage satisfying the foregoing requirements) shall remain in effect through the date of the Initial Closing, and (iii) Section 5.6 shall be included in the RemainCo Railcar Management Agreement(s)for any reason whatsoever.

Insurance Policy. Buyers shall have provided Sellers with evidence that Buyers have arranged for either one or more policies of Commercial General Liability Insurance (aClaims Made Basis) Between to insure its activities with respect to the date NWU Unit Operations or one or more separate endorsements for the NWU Unit Operations on its existing policy or policies, including, but not limited to, pollution liability and coverage for sudden and accidental leaks or spills (“Insurance”) for Buyers’ ownership and/or operation of this Agreement and the Initial Closing DateNWU in an amount of at least Ten Million Dollars ($10,000,000) per accident or occurrence, and subject to Section 6.28(cwith a policy aggregate totaling at least Ten Million Dollars ($10,000,000), Sellers shall, or shall cause the Company and RemainCo to, purchase and maintain policies of from insurance for the Company and RemainCo carriers having a term Best’s Rating of not less than one A-, with an endorsement naming Sellers as the additional insureds, with severability of interest clause (1gross liability) year and containing terms waiver of subrogation against Sellers which shall be primary as to any other existing, valid, and conditions collectible insurance, self-insurance, or fronting policy of insurance. The policies evidencing the insurance must provide that (ia) will not permit the insurer(scovered liabilities include liabilities resulting from Buyers’ activities relating to oil and gas operations and (b) thereunder to terminate or cancel such insurance prior Buyers’ activities relating to the Plugging Obligations, and (c) ”pollution” includes, but is not limited to, sudden and accidental oil spills and other contaminant spills, but does not cover gradual leakage or gradual seepage of petroleum products or other contaminants, into the air or water or onto land. If requested by Sellers, Buyers shall permit Sellers to examine the insurance policies, or at such Sellers’ option, Buyers shall furnish the requesting company with copies, certified by the carriers, of insurance policies carried in compliance with requirements hereof, and Buyers shall deliver to Sellers, at least three (3) Business Days before Closing, binding commitments by the insurance companies to issue the policies, and certificates that such policies are in full force and effect within ten (10) days after Closing, together with a copy of each such policy. Buyers covenant that insurance meeting these requirements will remain in effect with no material changes in coverage or insureds until the latest of the termination of the NWU, the termination of all oil and gas leases which are part of the Assets, or after Buyer has furnished evidence satisfactory to Sellers that the Plugging Obligations have been performed to completion and in accordance with applicable law. The insurance policy will provide that the insurer will notify Sellers if the premium for the next policy period has not been paid thirty (30) days before expiration of the term current policy period. Each Seller (or either of them) may then, if it chooses, pay the premium on Buyers’ behalf. If either or both Sellers pays the premium, Buyer must reimburse such policyparty for amounts expended, other than for cause with interest at twelve percent (which shall not include a change 12%) or the legal rate, whichever is lower, until the reimbursement is made. The Insurance in control no way limits the obligations of the insured in connection with the transactions contemplated by this Agreement), (ii) Buyer with respect to any policies purchased by or claim for the benefit liability resulting from Buyer’s ownership and/or operation of the Group CompaniesAssets, are otherwise sufficient to permit the Group Companies to comply with any and all covenants regarding insurance thatoil spills, as water spills, Buyer’s performance of the Initial Closing DatePlugging Obligations, are contained in or any other obligations under this Agreement. Notwithstanding the failure of any one or more of the Group Company Credit Facilities or any railcar management agreement of any Group Company that, foregoing conditions in either such case, will remain in effect following the Initial Closing Date and (iii) with respect to any policies purchased by RemainCo, would satisfy Section 5.6 of the RemainCo Railcar Management Agreement if the Company had obtained such policies on behalf of RemainCo. Sellers shall ensure that insurance policies satisfying the foregoing requirements have been obtained, which shall remain in effect through the date of the Initial Closing. In the event that RemainCo purchases an insurance policy pursuant to this Section 6.28(a)7.5, Section 5.6 shall not be included in the RemainCo Railcar Management Agreement(s); provided, that RemainCo shall bear all costs associated with Sellers may waive any one or more of such insurance policy. (b) Buyer shall cooperate with Sellers conditions and provide such information as is reasonably requested by the prospective insurers in connection proceed with the process of obtaining such policies of insurance. Sellers shall, or shall cause the Company to, use commercially reasonable efforts to procure such insurance on terms that are customary in the industry. Sellers shall provide Buyer with a reasonable opportunity to review the proposed policies of insurance, keep Buyer reasonably informed as to the status of the process to obtain such insurance, and furnish to Buyer copies of such policies of insurance when obtainedClosing. (c) Notwithstanding anything to the contrary in Section 6.28(a), if RemainCo is unable to purchase an insurance policy with respect to the Final Directive Cars, then, in advance of the Initial Closing, the Company shall instead purchase and maintain casualty, public liability and property damage insurance coverage for the Final Directive Cars as required by, and meeting the criteria set forth in, Section 5.6 of the RemainCo Railcar Management Agreement, including designating RemainCo as a named insured and loss payee. In the event that the Company purchases and maintains insurance coverage for RemainCo pursuant to this Section 6.28(c), (i) Sellers shall be deemed to have satisfied the insurance coverage requirements of Section 6.28(a) with respect to RemainCo, (ii) Sellers shall ensure that such coverage (or other coverage satisfying the foregoing requirements) shall remain in effect through the date of the Initial Closing, and (iii) Section 5.6 shall be included in the RemainCo Railcar Management Agreement(s).