Common use of Maintenance of Insurance Clause in Contracts

Maintenance of Insurance. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies not Affiliates of any Credit Party, and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage (i) of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons, and (ii) in such amounts, with reputable such deductibles and financially sound insurerscovering such risks as are necessary to ensure that Uninsured Liabilities of any Credit Party and/or any Subsidiary are not reasonably likely to result in a Material Adverse Effect, including selfand (iii) providing for not less than 30 days’ (or 10 days’ in the case of non-insurance payment of premiums) prior notice to the extent customary. Administrative Agent of termination, lapse or cancellation of such insurance. (b) At the request all times keep all of its property (except real or personal property leased or financed through third parties in accordance with this Agreement) insured in favor of the Administrative Agent, and all policies or certificates with respect to such insurance (and any other insurance maintained by, or on behalf of, any Credit Party) (i) shall be endorsed to the Borrower Administrative Agent’s satisfaction for the benefit of the Administrative Agent (including, without limitation, by naming the Administrative Agent as certificate holder, mortgagee and loss payee with respect to real property, certificate holder and loss payee with respect to personal property, additional insured with respect to general liability and umbrella liability coverage and certificate holder with respect to workers’ compensation insurance), (ii) shall deliver state that such insurance policies shall not be canceled or materially changed without at least 30 days’ (or 10 days’ in the case of non-payment of premiums) prior written notice thereof by the respective insurer to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as (iii) shall be delivered to the existence of the insurance on the Collateral required Administrative Agent. (c) If any Credit Party shall fail to be maintained by this Agreement and other Loan Documents and a summary schedule indicating maintain all insurance then in force accordance with respect this Section 6.07, or if any Credit Party shall fail to so name the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Administrative Agent as an additional insured, mortgagee and lender or loss payee payee, as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurancemay be, that or so deliver all insurance proceeds shall be adjusted and payable in accordance certificates with the terms of the applicable Mortgage or First Mortgagerespect thereto, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of and/or the Administrative Agent shall have the right (but shall be under no obligation), upon five (5) Business Days prior written notice of to the Partnership, to procure such cancellation or change. Any monies received by insurance, and the Credit Parties agree jointly and severally to reimburse the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds the Administrative Agent, as the case may be, for all costs and expenses of procuring such insurance. (pursuant to the Mortgage or First Mortgaged) The provisions of this Section 6.07 shall be applied in accordance with deemed supplemental to, but not duplicative of, the terms provisions of any Security Documents that require the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNmaintenance of insurance.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies, and shall ------------------------ cause each of its Subsidiaries to, insure (i) insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and (ii) all other insurance as may be required by applicable Law or any other Loan Document. The Loan Parties shall furnish to the extent customary. At the request of the Administrative Agent, upon written request, full information as to the insurance carried. (b) Each such policy of liability or casualty insurance maintained by or on behalf of the Loan Parties will (a) in the case of each liability insurance policy (other than workers’ compensation, director and officer liability or other policies in which such endorsements are not customary), name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder, (b) in the case of each casualty insurance policy, contain a lender’s loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the lender’s loss payee thereunder and (c) to the extent available from the applicable insurance provider, provide for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy. With respect to each Mortgaged Property that is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, the applicable Loan Party has obtained, and will maintain, with financially sound and reputable insurance companies, such flood insurance as is required under the Flood Insurance Laws. The Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as Agent, prior to the existence cancellation, modification or non-renewal of the insurance on the Collateral required to be maintained by this Agreement and any such policy of insurance, a copy of a renewal or replacement policy (or other Loan Documents and evidence of renewal of a summary schedule indicating all insurance then in force with respect policy previously delivered to the Borrower. Such policies of Administrative Agent, including an insurance shall contain special endorsements, which shall (ibinder) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance together with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by evidence satisfactory to the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNpremium therefor.

Maintenance of Insurance. The Borrower shall, (a) Maintain in full force and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured effect insurance (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability casualty insurance and business interruption insurance) with financially sound and against other risks (including errors and omissions) reputable insurance companies not Affiliates of the Borrower, in such amounts amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties and assets are insured in localities where such Loan Party or such Subsidiary operates. (b) If any portion of any Mortgaged Property is at any time located in an area identified by prudent companies the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in similar circumstances carrying on similar businesseseffect or successor act thereto), and then (i) maintain, or cause to be maintained, with reputable and a financially sound insurersand reputable insurer, including self-flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the extent customary. At the request of the Administrative Agent, the Borrower shall Flood Insurance Laws and (ii) deliver to the Administrative Agent certificates evidence of insurance signed by the Borrower's independent insurance broker describing such compliance in form and certifying as substance reasonably acceptable to the existence Administrative Agent (at the direction of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the BorrowerRequired Lenders). Such policies of insurance The Borrower shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by promptly notify the Administrative Agent of written notice of such cancellation any Mortgaged Property that is, or change. Any monies received by becomes, a Flood Hazard Property. (c) Cause the Administrative Agent and its successors and assigns to be named as lender’s loss payee or Collateral Agent constituting mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance proceeds providing liability coverage or condemnation proceeds (pursuant coverage in respect of any Collateral, and cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Mortgage Administrative Agent, that it will give the Administrative Agent thirty days (or First Mortgagesuch lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be applied in accordance with the terms of the applicable Mortgage altered or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNcanceled.

Maintenance of Insurance. The (a) Maintain with insurance companies that the Borrower shall, and shall ------------------------ cause each believes (in the good faith judgment of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets management) are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurersand reputable at the time the relevant coverage is placed or renewed, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower’s and the Restricted Subsidiaries’ properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and will furnish to the Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried; provided that, notwithstanding the foregoing, in no event shall the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Such policies Each such policy of insurance shall contain special endorsementsas appropriate, which shall (i) specify name the Collateral Agent Agent, on behalf of the Secured Parties, as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, appear and/or (ii) provide, except in the case of public liability each casualty insurance and workmen's compensation insurancepolicy, contain an additional loss payable clause or endorsement that all insurance proceeds shall be adjusted and payable in accordance with names the terms Collateral Agent, on behalf of the Secured Parties, as the additional loss payee thereunder. (b) If any portion of any Mortgaged Property is within a special flood hazard area, then the Borrower shall, or shall cause each Loan Party to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable Mortgage or First Mortgage, rules and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (regulations promulgated pursuant to the Mortgage or First MortgageFlood Insurance Laws and (ii) shall be applied deliver to the Collateral Agent evidence of such compliance in accordance with form and substance reasonably acceptable to the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNCollateral Agent.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies not Affiliates of Borrower, and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts (after giving effect to any self- insurance compatible with the following standards) as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businesses, by such other Persons and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least providing for not less than thirty (30) days after receipt by the Administrative Agent days’ prior notice to Lender of written notice termination, lapse or cancellation of such insurance. (b) Upon the request of Lender, to deliver to Lender a copy of each insurance policy, or, if permitted by Lender, a certificate of insurance listing all insurance in force. Without limitation of the foregoing, Borrower shall furnish to Lender endorsements and certificates of insurance (a) with respect to Borrower’s property insurance policies naming Lender as lender loss payee and Borrower shall instruct the carrier to make payment of proceeds directly to Lender and (b) with respect to Borrower’s liability insurance policies, naming Lender as an additional insured , and each in form and substance satisfactory to Lender. Unless Borrower provides Lender with satisfactory evidence of the insurance coverage required hereby, Lender may purchase insurance at Borrower’s expense to protect Lender’s interest in the Collateral. This insurance may, but need not, protect the interests of Borrower. The coverage that Lender purchases may not pay any claim that Borrower makes or any claim that is made against Borrower in connection with the Collateral. Borrower may later cancel any insurance purchased by Lender, but only after providing Lender with satisfactory evidence that Borrower has obtained insurance as required hereby. If Lender purchases insurance of the collateral, Borrower will be responsible for the costs of that insurance, including interest thereon at the Default Rate and any other charges which Lender may impose in connection with the placement of the insurance until the effective date of the cancellation or changeexpiration of the insurance. Any monies received by The costs of the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant may be added to the Mortgage or First Mortgage) outstanding principal balance of the advances, shall bear interest at the Default Rate as provided above, and shall be applied in accordance with the terms payable upon demand. The costs of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket more than the cost of insurance obtained and maintained by MPNBorrower may be able to obtain on its own.

Maintenance of Insurance. The Maintain with insurance companies that the Lead Administrative Borrower shall, and shall ------------------------ cause each believes (in the good faith judgment of its Subsidiaries tomanagement) are financially sound and reputable at the time the relevant coverage is placed or renewed, insure its insurance with respect to the properties and assets business of the Loan Parties and their Restricted Subsidiaries against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Loan Parties and their Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and will furnish to the extent customary. At the Lenders, upon written request of from the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying information presented in reasonable detail as to the existence insurance so carried. Each such policy of insurance shall, as appropriate and to the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force extent customary with respect to jurisdictions outside the Borrower. Such policies of insurance shall contain special endorsementsUnited States, which shall (ia) specify name the Collateral Agent Agent, on behalf of the Secured Parties, as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by (b) to the Borrower or its applicable subsidiary of any warrantiesextent available from the relevant insurance carrier, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability each casualty insurance and workmen's compensation insurancepolicy, contain a lender’s loss payable clause or endorsement reasonably acceptable to the Collateral Agent that all insurance proceeds shall be adjusted and payable in accordance with names the terms Collateral Agent, on behalf of the applicable Mortgage or First Mortgage, Secured Parties as the lender’s loss payee thereunder and (iiic) provide to the extent available from the relevant insurance carrier, in the case of each liability or casualty insurance policy, contain an endorsement providing that no cancellation such policy shall not be canceled or not renewed (i) by reason of such policies shall be effective until at least nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days after receipt days’ prior written notice thereof by the Administrative Agent of written notice of such cancellation or change. Any monies received by insurer to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent.

Maintenance of Insurance. (a) The Borrower shallCredit Parties shall maintain, with financially sound and shall ------------------------ cause each of its Subsidiaries toreputable insurance companies, insure its properties insurance (subject to customary deductibles and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissionsretentions) in such amounts and against such risks as are customarily maintained by similarly situated companies (including without limitation, marine hull and machinery (including excess value) insurance, marine protection and indemnity insurance, drilling, towage, repossession, loss of hire, war and terrorist risks, protection and indemnity insurance, liability arising out of pollution and the spillage or leakage of cargo and cargo liability insurance) engaged in the same or similar properties businesses operating in the same or similar locations and assets are cause the Credit Parties to be listed as insured by prudent and the Collateral Agent to be listed as co-loss payee on property and property casualty policies and as an additional insured on liability policies. Notwithstanding the foregoing, the Credit Parties may self-insure with respect to such risks with respect to which companies of established reputation in similar circumstances carrying on similar businessesthe same general line of business in the same general area usually self-insure. (b) The Credit Parties shall ensure (at the expense of the Credit Parties) that Mortgagee’s interest insurance, and with reputable and financially sound insurersand reputable insurance companies, including self-insurance to insured in the extent customary. At name of the request Pari Passu Collateral Agent (in its capacity as such), shall be maintained in respect of each Vessel. (c) In connection with the covenants set forth in this Section 6.13, it is understood and agreed that: (i) none of the Administrative Agent, the Borrower Lenders and their respective agents or employees shall deliver to the Administrative Agent certificates of insurance signed be liable for any loss or damage insured by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral policies required to be maintained by under this Agreement Section 6.13, it being understood that (A) the Credit Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and other Loan Documents (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Lenders or their agents or employees. If, however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then the Company, on behalf of itself and a summary schedule indicating all insurance then in force with respect on behalf of each of the Restricted Subsidiaries, hereby agrees, to the Borrower. Such policies extent permitted by law, to waive, and further agrees to cause each of insurance shall contain special endorsementsthe Restricted Subsidiaries to waive, which shall (i) specify its right of recovery, if any, against the Collateral Agent as additional insuredAdministrative Agent, mortgagee the Lenders and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, their agents and employees; and (ii) providethe designation of any form, except in the case type or amount of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt coverage by the Administrative Agent of written notice of such cancellation under this Section 6.13 shall in no event be deemed a representation, warranty or change. Any monies received advice by the Administrative Agent or Collateral Agent constituting the Lenders that such insurance proceeds or condemnation proceeds (pursuant to is adequate for the Mortgage or First Mortgage) shall be applied in accordance with the terms purposes of the applicable Mortgage business of the Company and its Restricted Subsidiaries or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthe protection of their properties.

Maintenance of Insurance. The Borrower shallMaintain or cause to be maintained, with financially sound and shall ------------------------ cause each reputable insurers rated not less than B+, Class VI by Best’s, comprehensive general liability insurance, professional liability (malpractice) insurance, business interruption insurance and all risk casualty insurance with respect to liabilities, losses or damage in respect of its Subsidiaries tothe assets, insure its properties and assets against loss businesses of each Loan Party as may customarily be carried or damage maintained under similar circumstances by fire and such other insurable hazards as such assets are commonly insured (including firePersons of established reputation engaged in similar businesses, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in each case in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses(giving effect to self insurance), with such deductibles, covering such risks, and with reputable in amounts and financially sound insurersotherwise on such terms and conditions as shall be customary for such Persons (including perils of flood, including self-insurance quake and/or windstorm, as applicable) and reasonably acceptable to the extent customary. At the request of the Administrative Agent. It being acknowledged and agreed that the insurers engaged by Borrowers as of the Closing Date are reasonably acceptable to Administrative Agent. Without limiting the generality of the foregoing, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required Loan Parties will maintain or cause to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all flood insurance then in force with respect to each Flood Hazard Property that is located in a community that participates in the BorrowerNational Flood Insurance Program, in each case in compliance with any applicable regulations of the FRB. Such policies Each such policy of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent name Administrative Agent, on behalf of each Lender, as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, appear and (ii) provide, except in the case of public liability each casualty insurance policy, contain a lender loss payable clause or endorsement, satisfactory in form and workmen's compensation insurancesubstance to Administrative Agent, that all insurance proceeds shall be adjusted and payable in accordance with names Administrative Agent, on behalf of Lenders, as the terms of the applicable Mortgage or First Mortgage, lender loss payee thereunder and (iii) provide that no cancellation of such policies shall be effective until provides for at least thirty (30) days after receipt by the days’ prior written notice to Administrative Agent of written notice any modification or cancellation of such policy. The Administrative Agent and Secured Parties have no responsibility for premiums, warranties or representations to underwriters. The Loan Parties or their insurance broker shall provide a certificate of insurance prior to each policy renewal or replacement. In the event Borrowers fail within ten (10) Business Days after Administrative Agent’s request to provide Administrative Agent with evidence of the insurance coverage required by this Agreement, Administrative Agent may purchase insurance at Borrowers’ expense to protect the Administrative Agent’s interests in the Collateral. This insurance may, but need not, protect Borrowers’ interests. The coverage purchased by Administrative Agent may not pay any claim made by any Borrower or any claim that is made against any Borrower in connection with the Collateral. Borrowers may later cancel any insurance purchased by Administrative Agent, but only after providing Administrative Agent with evidence that Borrowers have obtained insurance as required by this Agreement. If Administrative Agent purchases insurance for the Collateral, to the fullest extent provided by law, Borrowers will be responsible for the costs of that insurance, including interest and other charges imposed by Administrative Agent in connection with the placement of the insurance, until the effective date of the cancellation or changeexpiration of the insurance. Any monies received The costs of the insurance may be added to the Obligations and secured by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms Documents. The costs of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket more than the cost of insurance obtained and maintained by MPNBorrowers are able to obtain on their own.

Maintenance of Insurance. Maintain, and shall cause its Subsidiaries to maintain insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are, in the Administrative Agent’s reasonable judgment, customarily carried by similar businesses of similar size, including property and casualty loss, workers’ compensation and interruption of business insurance. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries Subsidiary to, insure its properties and assets against loss or damage by fire and use commercially reasonable efforts to cause each such other insurable hazards as such assets are commonly insured insurance policy to (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurancea) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify name the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appearwith respect to property insurance and additional insured with respect to general liability insurance (without any representation or warranty by or obligation upon the Collateral Agent); (b) contain the agreement by the insurer that any loss thereunder shall be payable to the Collateral Agent notwithstanding any action, regardless inaction or breach of any breach representation or violation warranty by the Borrower or its Subsidiaries, subject to applicable subsidiary of any warranties, declarations or conditions contained in such policies, insurance industry standards; (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iiic) provide that no cancellation of such policies there shall be effective until no recourse against the Collateral Agent for payment of premiums or other amounts with respect thereto; (d) provide that the insurer shall endeavor to give at least thirty ten (3010) days after receipt by the Administrative Agent of days’ prior written notice of such cancellation or change. Any monies received of lapse shall be given to the Collateral Agent by the Administrative Agent or insurer; and (e) allow the Collateral Agent constituting to settle any claims under insurance proceeds or condemnation proceeds (pursuant policies required to be maintained under this Section 6.08 following an Event of Default. The Borrower and its Subsidiaries will, if so requested by the Mortgage or First Mortgage) shall be applied in accordance Collateral Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the terms requirements of this Section 6.08 and cause the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNinsurers to acknowledge notice of such assignment.

Maintenance of Insurance. The Borrower shall, Maintain in full force and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) effect insurance in such amounts as similar properties amounts, covering such risks and assets are insured by prudent companies in similar circumstances carrying on similar businesses, liabilities and with reputable and financially sound insurerssuch deductibles or self‑insurance retentions as are in accordance with normal industry practice (it being understood that, including self-insurance to the extent customaryconsistent with prudent business practices of Person carrying on a similar business in a similar location as the Consolidated Parties, a program of self‑insurance for first or other loss layers may be utilized in an aggregate amount not to exceed $50,000,000). At the request of the Administrative Agent, the Borrower shall deliver to the The Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying shall be named as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee insured as its interests may appearappear on behalf of the Lenders under all policies with respect to liability insurance (A) within 30 days following the Closing Date with respect to such policies in effect on the Closing Date and (B) as promptly as practicable following the effectiveness of the applicable policies with respect to policies that become effective after the Closing Date. The Collateral Agent, regardless for the benefit of the Lenders, shall be named as a co-loss payee under all policies with respect to property insurance covering any breach Collateral (x) within 30 days following the Closing Date with respect to such policies in effect on the Closing Date and (y) as promptly as practicable following the effectiveness of the applicable policies with respect to policies that become effective after the Closing Date; provided in each case that (without limiting the provisions of Section 2.05): (i) so long as no Event of Default under Sections 9.01(a)(i) or violation by (g) hereof shall have occurred and be continuing, any proceeds payable under such property insurance shall be paid directly to the Borrower and not the Collateral Agent for application permitted under this Agreement and (ii) the Collateral Agent shall promptly deliver such documentation as the Borrower or its the applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in insurer shall reasonably request to confirm and give effect to the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms provisions of the applicable Mortgage or First Mortgage, and foregoing clause (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNi).

Maintenance of Insurance. The Borrower shall, Maintain with financially sound and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets reputable insurers insurance against loss or damage by fire and such all other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, kinds and in the Borrower shall deliver to amounts customarily insured against or carried by corporations of established reputation engaged in the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing same or similar businesses and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrowersimilarly situated. Such Said policies of insurance shall contain special endorsements, which shall (i) specify be satisfactory to the Collateral Agent as additional insuredto form, mortgagee amount and lender loss payee insurer. The Loan Parties shall furnish certificates, policies or endorsements to the Agent as its interests may appear, regardless the Agent shall require as proof of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all and, if the Loan Parties fail to do so, the Agent is authorized, but not required, to obtain such insurance proceeds shall be adjusted and payable in accordance with at the terms expense of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such Loan Parties. All policies shall be effective until provide for at least thirty (30) days after receipt by prior written notice to the Administrative Agent of written any cancellation or reduction of coverage (or, at least ten (10) days’ prior notice for cancellation due to non-payment of premium) and that the Agent may act as attorney for the Loan Parties in obtaining, and at any time a Default or an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling, such insurance. The Loan Parties shall cause the Agent to be named as a lender’s loss payee and an additional insured (without any liability for any premiums) under such insurance policies and the Loan Parties shall obtain non-contributory lender’s loss payable endorsements to all insurance policies as requested by and in form and substance satisfactory to the Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such cancellation insurance shall be payable to the Agent as its interests may appear and further specify that the Agent shall be paid regardless of any act or changeomission by a Loan Party or any of its Affiliates. Any monies At its option, the Agent may apply any insurance proceeds received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant at any time to the Mortgage cost of repairs or First Mortgage) shall be applied in accordance with the terms replacement of Collateral and/or to payment of the applicable Mortgage Obligations, whether or First Mortgage. The insurance requirements set forth herein not then due, in any order and in such manner as such the Agent may be satisfied through blanket insurance obtained and maintained by MPNdetermine or hold such proceeds as cash collateral for the Obligations.

Maintenance of Insurance. The Borrower shall, (a) Maintain in full force and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured effect insurance (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability casualty insurance and business interruption insurance) with financially sound and against other risks (including errors and omissions) reputable insurance companies not Affiliates of the Borrowers or any Subsidiary, in such amounts amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Borrower or the applicable Restricted Subsidiary operates; provided that the Borrowers and assets are insured by prudent companies in similar circumstances carrying on similar businesses, their Restricted Subsidiaries may reduce the amount of insurance required to be maintained above to the extent the Borrowers and with reputable and financially sound insurers, including their Restricted Subsidiaries establish a self-insurance program providing insurance coverage in lieu of such insurance. The Collateral Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the extent customary. At the request of policy or policies issued by it or by independent instruments furnished to the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on that it will give the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall Agent (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, ten (ii10) provide, except days (in the case of public liability any insurance policy provided by Steadfast Insurance Corporation or American Guarantee and workmen's compensation insuranceLiability Insurance Company or any Affiliate thereof) or (ii) in the case of any other insurance policy, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by (or ten (10) days in the Administrative Agent case of cancellation because of non-payment) prior written notice of before any such cancellation policy or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds policies shall be altered (pursuant to the Mortgage extent the relevant insurance carrier, as a matter of policy, provides notices of alterations in its policies to such loss payees or First Mortgagemortgagees, as the case may be) or canceled. The Borrowers shall be applied maintain flood insurance on all real property constituting Collateral, from such providers, in amounts and on terms in accordance with the terms of the applicable Mortgage Flood Laws or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNas otherwise satisfactory to all Lenders.

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably satisfactory to the Administrative Agent. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Lenders (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance reasonably acceptable to the Administrative Agent, which shall (i) specify the Collateral Administrative Agent as an additional insured, mortgagee insured and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Lenders shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's ’s compensation insurance, that (a) provided no Event of Default or Potential Default exists, all insurance proceeds for losses of $5,000,000 or less shall be adjusted with and payable to the applicable Loan Parties, (b) provided no Event of Default or Potential Default exists, all insurance proceeds for losses greater than $5,000,000 but less than $25,000,000 shall be either used by the Loan Parties within 180 days of the receipt of such proceeds to rebuild or replace the property subject to such loss (provided that the Loan Parties shall have provided to the Administrative Agent within 60 days of the receipt of such proceeds satisfactory evidence of such Loan Parties’ commitment to rebuild or replace such property in the form of executed purchase orders, construction contracts and the like) or applied as a mandatory prepayment of the Loans in accordance with the terms provisions of the applicable Mortgage or First MortgageSection 5.5.3, and (iiic) all insurance proceeds for losses of $25,000,000 or more shall be adjusted with and payable to the Administrative Agent; provided that in the event of such a loss under this clause (c), the Loan Parties may provide the Administrative Agent with a written request within 10 days of such loss that the Loan Parties be permitted to use the insurance proceeds associated with such loss for rebuilding or replacing the property subject to such loss, and upon receipt of such request, the Administrative Agent shall distribute such request to the Lenders, which shall have 15 days to decide whether to approve or deny such request, and, (i) in the event that the Required Lenders approve such request, the Administrative Agent shall provide notice of such approval to the Borrower, and the Borrower shall have 180 days from the receipt of such proceeds to rebuild or replace the property subject to such loss (provided that the Loan Parties shall have provided to the Administrative Agent within 60 days of the receipt of such proceeds satisfactory evidence of such Loan Parties’ commitment to rebuild or replace such property in the form of executed purchase orders, construction contracts and the like), and (ii) in the event that the Required Lenders fail to approve such request or the Loan Parties fail to reinvest such funds within 180 days from the date of receipt of such proceeds (or fail to provide the Administrative Agent with satisfactory evidence of such parties’ commitment to rebuild or replace such property within 60 days of the receipt of such proceeds), such proceeds shall be applied as a mandatory prepayment of the Loans in accordance with the provisions of Section 5.5.3, (vi) include effective waivers by the insurer of all claims for insurance premiums against the Administrative Agent, (vii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material casualty loss and associated decline in value of the Collateral and the estimated (or actual, if available) amount of such loss and decline in value. Except for monies which the applicable Loan Party or Subsidiary is entitled to use for replacement or rebuilding as permitted herein, any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Administrative Agent, (pursuant i) be applied by the Administrative Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the Loans in such manner as the Administrative Agent may reasonably determine, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPNthe Administrative Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The Borrower shallMaintain or cause to be maintained, with financially sound and shall ------------------------ cause each reputable insurers, with respect to liabilities, losses or damage in respect of its Subsidiaries tothe assets, insure its properties and assets against loss businesses of each Loan Party as may customarily be carried or damage maintained under similar circumstances by fire and such other insurable hazards as such assets are commonly insured (including firePersons of established reputation engaged in similar businesses, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in each case in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses(giving effect to self-insurance), with such deductibles, covering such risks, and with reputable in amounts and financially sound insurers, including self-insurance to otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the extent customary. At the request generality of the Administrative Agentforegoing, each of the Borrower shall deliver and its Subsidiaries will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property, if any, that is located in a community that participates in the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such under such policies of insurance, with such insurance shall contain special endorsementscompanies, which in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) specify name the Collateral Agent Agent, on behalf of the holders of the Obligations, as an additional insured, mortgagee and lender loss payee insured by endorsement thereunder as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, and (ii) provide, except in the case of public liability each property insurance policy, contain a lender’s loss payable clause or endorsement, satisfactory in form and workmen's compensation insurancesubstance to the Collateral Agent, that all insurance proceeds shall be adjusted and payable in accordance with names the terms Collateral Agent, on behalf of the applicable Mortgage or First Mortgageholders of the Obligations, as the lender’s loss payee thereunder and if agreed by the insurer (iii) provide that no cancellation of such policies which agreement the Borrower shall be effective until use commercially reasonable efforts to obtain), provides for at least thirty (30) days after receipt days’ prior written notice (or such shorter prior written notice as may be agreed by the Administrative Collateral Agent in its reasonable discretion) to the Collateral Agent of written notice any modification or cancellation of such cancellation policy; provided, that unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Borrower or change. Any monies to the or the applicable Guarantor, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Borrower (or, upon the written request of the Borrower to the Collateral Agent, any designee of the Borrower) any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Administrative Agent or Borrower and its Subsidiaries and (C) the Collateral Agent constituting insurance agrees that the Borrower and/or its applicable Subsidiaries shall have the sole right to adjust or settle any claims under such insurance; provided, further, that any such proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with Section 2.11(c) to the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNextent required thereby.

Maintenance of Insurance. The Borrower shallwill, and shall ------------------------ will cause each Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurancebusiness) and against other at least such risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and financially sound insurers, including self-insurance prudent in light of the size and nature of its business; and will furnish to the extent customary. At the request of the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. During any Credit Rating Trigger Period (and only during any Credit Rating Trigger Period), the Secured Parties shall be the additional insureds on any such liability insurance as their interests may appear and, if casualty insurance is obtained, the Administrative Agent shall be the additional loss payee under any such casualty insurance; provided that, so long as no Event of Default has occurred and is then continuing, the Secured Parties will provide any proceeds of such casualty insurance to the Borrower to the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or repair of the property insured thereby. During any Credit Rating Trigger Period (and only during any Credit Rating Trigger Period), all policies of insurance required by the terms of this Agreement or any Security Document shall deliver provide that each insurer shall endeavor to give at least 30 days’ prior written notice to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach cancellation of such insurance (or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except at least 10 days’ prior written notice in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent insurance due to non-payment of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNpremiums).

Maintenance of Insurance. The Borrower shall(a) Maintain (at its own expense) insurance for its property with financially sound and reputable insurance companies in such amounts, with such limitations or deductibles, against such risks, and shall ------------------------ cause each in such form as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations; provided, however, that in lieu of any such insurance, the Borrower or any of its Restricted Subsidiaries to, insure its properties and assets against loss may maintain a system or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including systems of self-insurance which are in accord with sound practices of similarly situated corporations of established reputation maintaining such systems and with respect to the extent customary. At the request of the Administrative Agent, which the Borrower or such Restricted Subsidiary shall deliver maintain adequate insurance reserves in accordance with GAAP and in accordance with sound actuarial and insurance principles. All insurance policies covering Collateral shall be endorsed (i) to provide for payment of losses to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except to provide that such policies may not be canceled or reduced or affected in any material manner for any reason without ten (10) days prior notice to the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First MortgageAdministrative Agent, and (iii) to provide that no cancellation for any other matters specified in any applicable Collateral Document. Each Loan Party shall at all times maintain insurance against its liability for injury to persons or property with financially sound and reputable insurers in such amounts, with such limitations or deductibles, against such risks, and in such form as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. (b) Reimbursement under any liability insurance maintained by Loan Parties pursuant to this Section 6.07 may be paid directly to the Person who has incurred the liability covered by such insurance. With respect to any loss involving damage to Collateral, each Loan Party will make or cause to be made the necessary repairs to or replacements of such policies Collateral, and any proceeds of insurance maintained by each Loan Party pursuant to this Section 6.07 shall be effective until at least thirty (30) days after receipt paid to such Loan Party by the Administrative Agent of written notice as reimbursement for the costs of such cancellation repairs or change. Any monies received by the replacements as such repairs or replacements are made or acquired; provided that Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with entitled (but not obligated) to retain and apply such proceeds as Collateral during the terms continuance of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNany Event of Default.

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire companies, associations or organizations reasonably satisfactory to the Administrative Agent covering such casualties, risks, perils, liabilities and such other insurable hazards as such assets are commonly insured (reasonably required by the Administrative Agent, including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses. In addition, the Borrower shall, and shall cause each of its Subsidiaries to, comply with reputable all requirements regarding insurance contained in the Security Instruments. (b) All certified copies of policies or certificates thereof, and financially sound insurers, including self-endorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance to shall either have attached thereto a lender's loss payable endorsement for the extent customary. At the request benefit of the Administrative Agent, the Borrower shall deliver as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all policies of insurance required. All policies or certificates of insurance signed by shall set forth the Borrower's independent insurance broker describing and certifying as to coverage, the existence limits of liability, the name of the insurance on carrier, the Collateral required to be maintained by this Agreement policy number, and other Loan Documents and a summary schedule indicating the period of coverage. In addition, all insurance then in force with respect to the Borrower. Such policies of insurance required under the terms hereof shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of such policy notwithstanding any act of negligence of the applicable Mortgage Borrower, or First Mortgagea Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in a forfeiture of the insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower and (iii) provide that no cancellation its Subsidiaries. Without limiting the generality of the foregoing provisions, Administrative Agent will be named as an additional insured and will be provided a waiver of subrogation on the Borrower's general liability and umbrella policies. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be effective until canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least thirty (30) days after receipt by 30 days' prior written notice to the Administrative Agent unless such is cancelled for non-payment of written notice of such cancellation or change. Any monies received by premium and then the Administrative Agent or Collateral Agent constituting will be given 10 days notice of cancellation. In the event that, notwithstanding the "lender's loss payable endorsement" requirement of this Section 5.02, the proceeds of any insurance proceeds or condemnation proceeds (pursuant policy described above are paid to the Mortgage Borrower or First Mortgage) a Subsidiary and any Obligations are outstanding, the Borrower shall be applied in accordance with deliver such proceeds to the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAdministrative Agent immediately upon receipt.

Maintenance of Insurance. (a) The Borrower shall, and Servicer shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained for each Foreclosure Property acquired by this Agreement the Trust such types and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies amounts of insurance coverage as the Servicer shall contain special endorsements, which deem reasonable. (b) Any amounts collected by the Servicer under any Insurance Policies shall be paid over or applied by the Servicer as follows: (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in In the case of public liability insurance and workmen's compensation insuranceamounts received in respect of any Loan: (A) for the restoration or repair of the affected Loan Collateral, that all insurance proceeds in which event such amounts shall be adjusted and payable released to the Borrower in accordance with the terms of the applicable Mortgage or First Mortgagerelated Promissory Note or (B) to the extent not so used, and (iii) provide that no cancellation in reduction of the Principal Balance of the related Loan, in which event such policies amounts shall be effective until at least thirty (30) days after receipt by deposited into the Administrative Agent of written notice of Collection Account, unless the related instruments require a different application, in which case such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) amounts shall be applied in accordance the manner provided therein; and (ii) Subject to SECTION 4.10 hereof, in the case of amounts received in respect of any Foreclosure Property, for the restoration or repair of such Foreclosure Property, unless the Servicer determines, consistent with the terms servicing standard set forth in SECTION 4.01 hereof, that such restoration or repair is not in the best economic interest of the Trust, in which event such amounts shall be deposited into the Collection Account as a payment received from the operation of such Foreclosure Property. (c) The Servicer will cause to be performed any and all acts required to be performed by the Servicer to preserve the rights and remedies of the Trust and the Indenture Trustee in any Insurance Policies applicable Mortgage to the Loans including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained interests therein, and maintained by MPNestablishments of co-insured, joint loss payee and mortgagee rights in favor of the Trust and the Indenture Trustee.

Maintenance of Insurance. The Borrower shallMaintain with financially sound and reputable insurance companies reasonably acceptable to the Agent (it being acknowledged that the carriers proving coverage as of the Closing Date are deemed by Agent to be acceptable), and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and operating in the same or similar locations or as is required by Law, of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts as are customarily carried under similar properties circumstances by such other Persons and assets as are insured reasonably acceptable to the Agent. (a) Maintain for themselves and their Subsidiaries a Directors and Officers insurance policy with a responsible company in such amounts as are customarily carried by prudent companies business entities engaged in similar circumstances carrying on similar businessesbusinesses similarly situated, and will upon request by the Agent furnish the Agent certificates evidencing renewal of such policy. (b) Cause all property insurance policies maintained with reputable respect to any Collateral to be endorsed in favor of Agent and financially sound insurersto include a lenders’ loss payable clause (regarding personal property), including self-insurance in form and substance satisfactory to the extent customary. At Agent, providing that the request insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Agent, and reflecting that none of the Administrative Loan Parties, Credit Parties or any other Person shall be a co-insurer. (c) Cause commercial general liability policies to be endorsed to name the Agent as an additional insured. (d) Cause business interruption policies to name the Agent as a loss payee and to be endorsed or amended to include (i) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Agent, (ii) a provision to the effect that none of the Loan Parties, the Agent, the Borrower Agent or any other party shall be a co-insurer and (iii) such other provisions as the Agent may reasonably require from time to time to protect the interests of the Credit Parties. (e) Cause each such policy referred to in this Section 6.07 to also provide that it shall not be canceled (i) by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Agent (giving the Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Agent; provided that the Loan Parties shall also promptly deliver to the Administrative Agent certificates any notice of cancellation, modification or non-renewal of any such policy of insurance signed received by any Loan Party or any Subsidiary. (f) Deliver to the Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement certificate of insurance (or other evidence of renewal of a policy previously delivered to the Agent, including an insurance binder) together with evidence satisfactory to the Agent of payment of the premium therefor. (g) If any portion of any Mortgaged Property is at any time located in an area identified by the Borrower's independent Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance broker describing has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect) or any successor act thereto, then the Borrower shall, or shall cause the applicable Loan Party to (i) maintain, or cause to be maintained, with a financially sound and certifying as reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the existence Flood Insurance Laws and (ii) deliver to the Agent evidence of such compliance in form and substance reasonably acceptable to the Agent. None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance on the Collateral policies required to be maintained by under this Agreement Section 6.07. Each Loan Party shall look solely to its insurance companies or any other parties other than the Credit Parties for the recovery of such loss or damage and other such insurance companies shall have no rights of subrogation against any Credit Party or its agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then the Loan Documents and a summary schedule indicating all insurance then in force with respect Parties hereby agree, to the Borrowerextent permitted by law, to waive their right of recovery, if any, against the Credit Parties and their agents and employees. Such policies The designation of any form, type or amount of insurance coverage by any Credit Party under this Section 6.07 shall contain special endorsementsin no event be deemed a representation, which shall (i) specify warranty or advice by such Credit Party that such insurance is adequate for the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms purposes of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms business of the applicable Mortgage Loan Parties or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthe protection of their properties.

Maintenance of Insurance. The Borrower shallshall maintain and pay for insurance upon all Collateral and Realty, and shall ------------------------ cause each of its Subsidiaries towherever located, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including firecovering casualty, extended coverage, property damage, worker's compensationhazard, public liability and business interruption insurance) and against such other risks (including errors and omissions) in such amounts and with such insurance companies as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesshall be reasonably satisfactory to Lender, and deliver such certificates of insurance to Lender with reputable satisfactory Lender's Loss Payable Endorsements naming Lender as loss payee thereunder. Borrower also agrees to maintain and financially sound insurerspay for insurance in such amount, with such companies and in such form as shall be satisfactory to Lender insuring Borrower against any claims, suits, loss or damages suffered by any Person on any property owned or leased by Borrower, and against such other casualties and contingencies as is customary in the business in which Borrower is engaged, and deliver such certificates of insurance to Lender with satisfactory endorsements naming Lender as additional insured thereunder. Each policy of insurance shall contain a clause requiring the insurer to give not less than thirty (30) days prior written notice to Lender before any cancellation of the policies for any reason whatsoever and a clause that the interest of Lender shall not be impaired or invalidated by any act or neglect of Borrower or the owner of the property nor by the occupation of the premises wherein such property is located for purposes more hazardous than are permitted by said policy. Borrower hereby directs all insurers under such policies of insurance on the Collateral and Realty to pay all proceeds payable thereunder directly to Lender. After deducting from such proceeds any expenses incurred by Lender in the collection or handling of such funds, the net proceeds received by Lender shall be applied as follows: (a) If a Default or Event of Default shall have occurred and is continuing, the entire net proceeds of any insurance claim received by Lender shall, at Lender's option, be applied to the Obligations in such order and against such particular Obligations as Lender, in its sole discretion, may determine; or (b) If no Default or Event of Default shall have occurred and be continuing, then the net proceeds of any claim of less than $100,000.00 shall be released to Borrower to be used solely by Borrower for repairing, replacing or restoring the damaged Collateral or Realty to the equivalent of its original condition, and the net proceeds of any claim of more than $100,000.00 shall be held by Lender in an interest bearing account for Borrower's benefit (subject to the lien and security interest of Lender therein as security for the Obligations) and, for so long as no Default or Event of Default shall occur, advanced to Borrower from time to time, but not more often than monthly, against such requisition or other evidence of repair, replacement or restoration of the damaged Collateral or Realty as Lender may reasonably require. Upon the occurrence of a Default or Event of Default, all monies held by Lender in such interest bearing account shall, at Lender's option, be applied to the Obligations in such order and against such particular Obligations as Lender, in its sole discretion, may determine. Borrower hereby irrevocably makes, constitutes and appoints Lender (and all officers, employees or agents designated by Lender) as Borrower's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Borrower on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance; provided, however, so long as no Default or Event of Default shall have occurred and be continuing, Lender shall consult with Borrower before making any determinations and decisions with respect to such policies of insurance. If Borrower fails to obtain and maintain any of the policies of insurance or to pay any premium in whole or in part, then Lender may, at Borrower's expense, without waiving or releasing any obligation or default by Borrower hereunder, procure the same, but shall not be required to do so. All sums so disbursed by Lender, including self-insurance reasonable attorney's fees, court costs, expenses and other charges related thereto, shall be payable on demand by Borrower to Lender and shall be additional Obligations hereunder secured by the extent customaryCollateral. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates Lender, promptly as rendered, true copies of all monthly reports made in any reporting forms to insurance signed by the Borrower's independent insurance broker describing and certifying as companies. Not less than thirty (30) days prior to the existence expiration date of the insurance on the Collateral policies required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect Borrower hereunder, Borrower shall deliver to the Borrower. Such policies Lender one or more certificates of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms evidencing renewal of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation insurance coverage required hereunder plus such other evidence of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent payment of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein premiums therefor as Lender may be satisfied through blanket insurance obtained and maintained by MPNrequest.

Maintenance of Insurance. (a) The Borrower shallLoan Parties shall maintain with financially sound and reputable insurance companies, and shall ------------------------ cause each of its Subsidiaries to, insure its insurance with respect to their properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons. The Loan Parties shall furnish to the extent customary. At the request of the Administrative Agent, upon written request, full information as to the insurance carried. (b) Casualty, loss, fire and extended coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include (i) a lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the Administrative Agent, which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Administrative Agent, (ii) a provision to the effect that none of the Loan Parties, Credit Parties (in their capacity as such) or any other Affiliate of a Loan Party shall be a co-insurer (the foregoing not being deemed to limit the amount of self-insured retention or deductibles under such policies, which self-insured retention or deductibles shall be consistent with business practices in effect on the Closing Date or as otherwise determined by the Responsible Officers of the Loan Parties acting reasonably in their business judgment), and (iii) such other provisions as the Administrative Agent may reasonably require from time to time to protect the interests of the Credit Parties. Commercial general liability policies shall be endorsed to name the Administrative Agent as an additional insured. Each endorsement to such casualty or liability policy referred to in this SECTION 5.07(b) shall also provide that it shall not be canceled, modified in any manner that would cause this SECTION 5.07 to be violated, or not renewed (i) by reason of nonpayment of premium except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent. The Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as Agent, prior to the existence cancellation, modification or non-renewal of the insurance on the Collateral required to be maintained by this Agreement and any such policy of insurance, a copy of a renewal or replacement policy (or other Loan Documents and evidence of renewal of a summary schedule indicating all insurance then in force with respect policy previously delivered to the Borrower. Such policies of Administrative Agent, including an insurance shall contain special endorsements, which shall (ibinder) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance together with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by evidence satisfactory to the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNpremium therefor.

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries the Guarantors to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire companies, associations or organizations reasonably satisfactory to the Agent covering such casualties, risks, perils, liabilities and such other insurable hazards as such assets are commonly insured reasonably required by the Agent. (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insuranceb) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesAll certified copies of policies or certificates thereof, and with reputable endorsements and financially sound insurers, including self-insurance renewals thereof shall be delivered to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed and retained by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the BorrowerAgent. Such All policies of insurance shall contain special endorsementseither have attached thereto a Lender's Loss Payable Endorsement for the benefit of the Agent, which as loss payee in form reasonably satisfactory to the Agent or shall (i) specify name the Collateral Agent as an additional insured, mortgagee as applicable. The Borrower shall furnish the Agent with a certificate of insurance or a certified copy of all policies of insurance required. All policies or certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the policy number, and lender loss payee as its interests may appearthe period of coverage. In addition, regardless all policies of any breach insurance required under the terms hereof shall contain an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of such policy notwithstanding any act of negligence of the applicable Mortgage Borrower, or First Mortgagea Guarantor or any party holding under the Borrower or a Guarantor which might otherwise result in a forfeiture of the insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower and (iii) provide that no cancellation of the Guarantors. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, the Guarantors, and the applicable insurance company, such policies will not be effective until canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least thirty (30) days after receipt by the Administrative Agent of 30 days' prior written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage Agent. In the event that, notwithstanding the "lender's loss payable endorsement" requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or First Mortgage) a Guarantor, the Borrower shall be applied in accordance with deliver such proceeds to the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent immediately upon receipt.

Maintenance of Insurance. The Borrower shall(a) Maintain (at its own expense) insurance for its property with financially sound and reputable insurance companies in such amounts, with such limitations or deductibles, against such risks, and shall ------------------------ cause each in such form as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations; provided, however, that in lieu of any such insurance, the Borrower or any of its Restricted Subsidiaries to, insure its properties and assets against loss may maintain a system or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including systems of self-insurance which are in accord with sound practices of similarly situated corporations of established reputation maintaining such systems and with respect to the extent customary. At the request of the Administrative Agent, which the Borrower or such Restricted Subsidiary shall deliver maintain adequate insurance reserves in accordance with GAAP and in accordance with sound actuarial and insurance principles. All insurance policies covering Collateral shall be endorsed (i) to provide for payment of losses to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except to provide that such policies may not be canceled or reduced or affected in any material manner for any reason without ten days prior notice to the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First MortgageAdministrative Agent, and (iii) to provide that no cancellation for any other matters specified in any applicable Collateral Document. Each Loan Party shall at all times maintain insurance against its liability for injury to persons or property with financially sound and reputable insurers in such amounts, with such limitations or deductibles, against such risks, and in such form as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. (b) Reimbursement under any liability insurance maintained by Loan Parties pursuant to this Section 6.07 may be paid directly to the Person who has incurred the liability covered by such insurance. With respect to any loss involving damage to Collateral, each Loan Party will make or cause to be made the necessary repairs to or replacements of such policies Collateral, and any proceeds of insurance maintained by each Loan Party pursuant to this Section 6.07 shall be effective until at least thirty (30) days after receipt paid to such Loan Party by the Administrative Agent of written notice as reimbursement for the costs of such cancellation repairs or change. Any monies received by replacements as such repairs or replacements are made or acquired; provided that the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with entitled (but not obligated) to retain and apply such proceeds as Collateral during the terms continuance of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNany Event of Default.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies reasonably acceptable to the Agents (which insurance companies are not Affiliates of the Loan Parties), and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and operating in the same or similar locations or as is required by applicable Law, of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businesses, by such other Persons and with reputable and financially sound insurers, including self-insurance as are reasonably acceptable to the extent customary. At Agents. (b) In each case except as set forth in the request post-Closing Letter: Fire and extended coverage policies maintained with respect to any Collateral shall name the Administrative Agent or the Canadian Agent, as applicable, as a loss payee and shall be endorsed or otherwise amended to include (i) a non-contributing mortgage clause (regarding improvements to real property) and lenders’ loss payable clause (regarding personal property), in form and substance satisfactory to the Agents, which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Administrative Agent or the Canadian Agent, as applicable, (ii) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer and (iii) such other provisions as the Agents and the Canadian Agent may reasonably require from time to time to protect the interests of the Credit Parties. Commercial general liability policies shall be endorsed to name the Administrative Agent or the Canadian Agent, as applicable, as an additional insured. Business interruption policies shall name the Administrative Agent or the Canadian Agent, as applicable, as a loss payee and shall be endorsed or amended to include (i) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Administrative Agent or the Canadian Agent, as applicable (subject to the rights of the US Term Loan Agent, the Euro Term Loan Agent and the Term Loan Collateral Agent and as described in the Intercreditor Agreement), (provided that unless a Cash Dominion Event then exists, the Administrative and/or Canadian Agent shall promptly remit the proceeds to the Lead Borrower or as the Lead Borrower may direct), (ii) a provision to the effect that none of the Loan Parties, the Agents, the Canadian Agent or any other party shall be a co-insurer and (iii) such other provisions as the Agents or, if applicable, the Canadian Agent, may reasonably require from time to time to protect the interests of the Credit Parties. Each such policy referred to in this Section 6.07(b) shall also provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium except upon not less than thirty (30) days prior written notice thereof by the insurer to the Administrative Agent or the Canadian Agent, as applicable, (giving such Person the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days prior written notice thereof by the insurer to the Administrative Agent or the Canadian Agent, as applicable. The Lead Borrower shall deliver to the Administrative Agent certificates Agents, and the Canadian Borrower shall deliver to the Canadian Agent, on or prior to the date of the cancellation or expiration of any such policy of insurance, or modification materially reducing the scope or amount of coverage of such policies of insurance, a copy of any applicable renewal or replacement insurance signed certificate. (c) None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral policies required to be maintained under this Section 6.07. Each Loan Party shall look solely to its insurance companies or any other parties other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Credit Party or its agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right of recovery, if any, against the Credit Parties and their agents and employees. The designation of any form, type or amount of insurance coverage by the any Credit Party under this Agreement Section 6.07 shall in no event be deemed a representation, warranty or advice by such Credit Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection of their properties. (d) Maintain for themselves and other Loan Documents their Americas Subsidiaries, a Directors and Officers insurance policy, and a summary schedule indicating all insurance then in force “Blanket Crime” policy including employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property, and computer fraud coverage with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained responsible companies in such policies, (ii) provide, except amounts as are customarily carried by business entities engaged in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgagesimilar businesses similarly situated, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt will upon request by any Agent, furnish the Administrative Agent certificates evidencing renewal of written notice of each such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNpolicy.

Maintenance of Insurance. The Borrower shall, Maintain at all times with financially sound and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by fire corporations of established reputation engaged in the same or similar businesses and similarly situated, and such other insurable hazards insurance as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured may be required by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customaryapplicable Law. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such Said policies of insurance shall contain special endorsements, which shall (i) specify the Collateral be reasonably satisfactory to Administrative Agent as additional insuredto form, mortgagee amount and lender loss payee insurer. The Lead Borrower shall furnish certificates, policies or endorsements to Administrative Agent as its interests may appearAdministrative Agent shall reasonably require as proof of such insurance, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warrantiesand, declarations or conditions contained in such policies, (ii) provide, except in the case event that the Loan Parties at any time or times shall fail to obtain or maintain any of public the policies of insurance required hereby or to pay any premium in whole or in part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Loan Parties hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and workmen's compensation insurancepay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable, that all insurance proceeds shall be adjusted and payable in accordance with at the terms expense of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such Borrowers. All policies shall be effective until provide for at least thirty (30) days prior written notice to Administrative Agent of any cancellation or reduction of coverage and that Administrative Agent may act as attorney for each Borrower and Guarantor in obtaining, and at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. Borrowers and Guarantors shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and Borrowers and Guarantors shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to Administrative Agent as its interests may appear and further specify that Administrative Agent and Lenders shall be paid regardless of any act or omission by any Borrower, Guarantor or any of its or their Affiliates. Without limiting any other rights of Administrative Agent or Lenders, any insurance proceeds received by Administrative Agent at any time may, subject to the terms of the Intercreditor Agreement, be applied to payment of the Obligations (subject to the Intercreditor Agreement), whether or not then due, in any order and in such manner as Administrative Agent may determine. Each Loan Party hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Loan Party’s true and lawful agent (and attorney-in-fact), exercisable only after receipt the occurrence and during the continuance of an Event of Default, for the purpose of making, settling and adjusting claims in respect of the Collateral under policies of insurance, endorsing the name of such Loan Party on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. All sums disbursed by the Administrative Agent of written notice of such cancellation or change. Any monies received in connection with this Section 6.07, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Loan Parties to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) and shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNadditional Obligations secured hereby.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies not Affiliates of Borrower, and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance compatible with the terms of the applicable Mortgage or First Mortgage, following standards) as are customarily carried under similar circumstances by such other Persons and (iii) provide that no cancellation of such policies shall be effective until at least providing for not less than thirty (30) days after receipt by the Administrative Agent days’ prior notice to Lender of written notice termination, lapse or cancellation of such insurance. (b) Upon the request of Lender, to deliver to Lender a copy of each insurance policy, or, if permitted by Lender, a certificate of insurance listing all insurance in force. Unless the Borrower provides Lender with satisfactory evidence of the insurance coverage required hereby, Lender may purchase insurance at the Borrower’s expense to protect Lender’s interest in the Collateral. This insurance may, but need not, protect the interests of the Borrower. The coverage that Lender purchases may not pay any claim that the Borrower makes or any claim that is made against the Borrower in connection with the Collateral. The Borrower may later cancel any insurance purchased by Lender, but only after providing Lender with satisfactory evidence that the Borrower has obtained insurance as required hereby. If Lender purchases insurance of the collateral, the Borrower will be responsible for the costs of that insurance, including interest thereon at the Default Rate and any other charges which Lender may impose in connection with the placement of the insurance until the effective date of the cancellation or changeexpiration of the insurance. Any monies received by The costs of the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant may be added to the Mortgage or First Mortgage) outstanding principal balance of the advances, shall bear interest at the Default Rate as provided above, and shall be applied in accordance with the terms payable upon demand. The costs of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket more than the cost of insurance obtained and maintained by MPNthe Borrower may be able to obtain on its own.

Maintenance of Insurance. The (a) Maintain with (i) financially sound and reputable insurance companies and (ii) insurance companies that are not Affiliates of the Borrower shall(other than Ashmont Insurance Company, Inc., which is an Affiliate of the Borrower, the Subsidiaries of Ashmont Insurance Company, Inc. and shall ------------------------ cause each of its Subsidiaries totheir respective successors and assigns), insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire companies engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-by such other companies. (b) All such insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty 30 days (30or such shorter period as agreed by the Administrative Agent in its sole discretion) days after receipt by the Administrative Agent of written notice thereof and (ii) so long as Valvoline maintains its own insurance policies (and not a combined policy with Ashland), which shall occur no later than January 1, 2017, name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable in the case of insurance relating to Collateral. (c) If at any time any Mortgaged Property is a Flood Hazard Property, then, prior to the effective date of the Mortgage in respect of such cancellation Flood Hazard Property, the Borrower shall, or change. Any monies received shall cause each Loan Party to, (i) maintain, or cause to be maintained, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and each Lender, it being acknowledged and agreed that the acceptance of a Mortgage encumbering such property by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds shall constitute confirmation of delivery of evidence of such compliance for purposes of this section (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth in this paragraph (c) are referred to herein may be satisfied through blanket insurance obtained and maintained by MPNas the “Flood Insurance Requirements”).

Maintenance of Insurance. (a) The Borrower Parent shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage by fire shall cause to be procured and such other insurable hazards as such assets are commonly insured (including firemaintained continuously in effect, extended coveragewith financially sound and reputable insurance companies, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) insurance in such amounts and against such risks and liabilities as are customarily maintained by companies engaged in the same or similar properties businesses (including, as applicable, oil and assets are insured by prudent companies gas exploration and production companies), operating in the same or similar circumstances carrying on similar businesseslocations and as otherwise reasonably satisfactory to the Administrative Agent. In addition, each Borrower shall, and shall cause each of its Subsidiaries to, comply with reputable all requirements regarding insurance contained in the Security Instruments. (b) Upon request by the Administrative Agent, certified copies of policies or certificates thereof, and financially sound insurers, including self-endorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance to for which the extent customary. At Parent or any of its Subsidiaries is the request beneficiary shall either have attached thereto a Lender’s loss payable endorsement for the benefit of the Administrative Agent, the Borrower shall deliver as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. So long as no Default or Event of Default shall have occurred and be continuing, all amounts equal to or less than $50,000,000 and paid under casualty insurance policies shall be paid to the Parent or any of its Subsidiaries, as applicable and shall be used to repair or replace the damaged or destroyed Property or to reinvest in Properties used in the Borrowers’ business, as it or they deem appropriate. If a Default or Event of Default has occurred and is continuing, or if the amount paid under the casualty insurance policies is in excess of $50,000,000, at the option of the Administrative Agent, all amounts paid under such insurance policies shall be paid to the Administrative Agent for the benefit of the Secured Parties. All policies or certificates of insurance signed by shall set forth the Borrower's independent insurance broker describing and certifying as to coverage, the existence limits of liability, the name of the insurance on carrier, the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgagepolicy number, and (iii) provide that no cancellation the period of coverage. All such policies shall contain a provision that notwithstanding any contrary agreements between the Parent, its Subsidiaries, and the applicable insurance company, such policies will not be effective until canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least thirty (30) days after receipt by the Administrative Agent of 10 days’ prior written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.the

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each Subsidiary to, maintain, with financially sound and reputable insurance companies satisfactory to the Lender, insurance in at least such amounts, of such character and against at least such risks as is maintained by the Borrower and its Subsidiaries toon the date of this Agreement and described on Schedule 5.06 hereto, insure its properties or, if such insurance is not available on a commercially reasonable basis, with the Agent's prior written consent, such insurance, in at least such amounts, of such character and assets as against loss at least such risks as are usually insured against in the same general area by companies of established repute engaged in the same or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as a similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance business. The Borrower shall furnish to the extent customary. At Agent, upon written request, full information as to the request of insurance in effect at any time. (b) As soon as practicable after the Administrative AgentEffective Date, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall cause (i) specify all liability insurance policies to name the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except all property loss or damage insurance policies with respect to any assets of the Borrower to contain a loss payable clause in favor of the Agent as provided in the case of public liability insurance and workmen's compensation insurancerespective Collateral Documents, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) all insurance policies to provide that no cancellation of such policies cancellation, reduction in amount or material adverse change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice thereof, (iv) all insurance policies to insure the interests of the Agent regardless of any breach of or violation by the Borrower or any other Person of any warranties, declarations or conditions contained therein, (v) all insurance policies to provide that the Agent shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such cancellation insurance or change. in connection with any representation or warranty made by the Borrower in connection with obtaining such insurance, (vi) all business interruption insurance to name the Agent as a loss payee, and (vii) all applicable insurance policies to contain such other provisions as are set forth in the relevant Collateral Documents. (c) Any monies payments received by the Administrative Agent or any Lender from any insurer with respect to loss or damage to any buildings, equipment and facilities constituting a portion of the Collateral Agent constituting insurance proceeds shall, if an Event of Default shall have occurred and be continuing or condemnation proceeds under other circumstances as may be provided in the respective Collateral Document, be treated as Net Cash Proceeds of an Asset Disposition and applied as a mandatory repayment of the Term Loans as set forth in Section 2.05(b). (pursuant d) As soon as practicable, and in any event no later than the expiration date of each policy maintained hereunder, the Borrower shall either (i) deliver to the Mortgage or First Mortgage) shall be applied in accordance with the terms Agent copies of the applicable Mortgage renewals of the insurance policies (in each case, with a certified true and correct copy of such policy by the insurer named therein if available, or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and in any event, not later than fifteen (15) days after the expiration date of the prior policy) maintained by MPNthe Borrower as required by this Section 5.06 or (ii) notify the Agent of the policies which have not been renewed.

Maintenance of Insurance. (a) Maintain liability, casualty and other insurance (subject to customary deductibles and retentions), including with respect to each Mortgaged Real Property, with insurance companies in such amounts and against such risks as may be customarily carried by companies engaged in similar businesses and owning similar assets in the general areas in which the Borrower and the Restricted Subsidiaries operate (it being agreed that the Borrower and the Restricted Subsidiaries shall have satisfied this covenant with respect to a Real Property if the tenant under the applicable Master Lease for such Real Property maintains insurance satisfying the requirements of such Master Lease without giving effect to any consent or waiver by the landlord thereunder). The Borrower shallAdministrative Agent shall be named as an additional insured on all liability insurance policies of each Loan Party (other than directors and officers liability insurance, insurance policies relating to employment practices liability, crime or fiduciary duties, kidnap and xxxxxx insurance policies, and shall ------------------------ cause each of its Subsidiaries toinsurance as to fraud, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) and the Administrative Agent shall be named as a mortgagee/loss payee on all property insurance policies of each such Person relating to Property which is Collateral. (b) Prior to the time of delivery of the applicable Mortgage, if any portion of any Mortgaged Real Property at any time is located in such amounts an area identified by the Federal Emergency Management Agency (or any successor agency) as similar properties and assets are insured by prudent companies a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in similar circumstances carrying on similar businesseseffect or successor act thereto); then the Borrower shall, and or shall cause the applicable Loan Party to (i) maintain, or cause to be maintained, with reputable and a financially sound insurers, including self-and reputable insurer (determined at the time such insurance is obtained); flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the extent customary. At the request of the Administrative Agent, the Borrower shall Flood Insurance Laws and (ii) deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation evidence of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by compliance reasonably acceptable to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to as otherwise required by the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNLenders.

Maintenance of Insurance. The Borrower shall, Maintain with financially sound and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets reputable insurers insurance with respect to the Collateral against loss or damage by fire and such all other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, kinds and in the Borrower amounts customarily insured against or carried by corporations of established reputation engaged in the same or similar businesses and similarly situated. Said policies of insurance shall deliver be satisfactory to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to form, amount and insurer. The Loan Parties shall furnish certificates, policies or endorsements to the existence Administrative Agent as such Administrative Agent shall require as proof of such insurance, and, if the Loan Parties fail to do so, the Administrative Agent is authorized, but not required, to obtain such insurance at the expense of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the BorrowerParties. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such All policies shall be effective until provide for at least thirty (30) days after receipt by prior written notice to the Administrative Agent of written notice any cancellation or reduction of coverage and that the Administrative Agent may act as attorney for the Loan Parties in obtaining, and at any time a Default or an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. The Loan Parties shall cause the Administrative Agent to be named as a loss payee and an additional insured with respect to the Collateral (without any liability for any premiums) under such insurance policies and the Loan Parties shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to the Administrative Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such cancellation insurance shall be payable to the Administrative Agent as its interests may appear and further specify that the Administrative Agent shall be paid regardless of any act or changeomission by a Loan Party or any of its Affiliates. Any monies At its option, the Administrative Agent may apply any insurance proceeds received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant at any time to the Mortgage cost of repairs or First Mortgage) shall be applied in accordance with the terms replacement of Collateral and/or to payment of the applicable Mortgage Obligations, whether or First Mortgage. The insurance requirements set forth herein not then due, in any order and in such manner as such the Administrative Agent may be satisfied through blanket insurance obtained and maintained by MPNdetermine or hold such proceeds as cash collateral for the Obligations.

Maintenance of Insurance. The Borrower, or if required pursuant to the Declaration, the Timeshare Owners' Association, shall maintain (or Borrower shallshall cause to be maintained) at all times during the term of this Agreement, policies of insurance with premiums being paid when due, and shall ------------------------ cause deliver to Agent originals of insurance policies issued by insurance companies, in amounts, in form and in substance, and with expiration dates, all acceptable to Agent and containing a waiver of subrogation rights by the insuring company, a non-contributory standard mortgagee benefit clause, or their equivalents, and a mortgagee loss payable endorsement in favor of and satisfactory to Agent on behalf of each Lender, and breach of its Subsidiaries towarranty coverage, insure its properties providing the following types of insurance on and assets against loss or damage by fire with respect to Borrower (or, as appropriate, the respective Associations) and such other insurable hazards as such assets are commonly insured the Resort: (i) Fire and extended coverage insurance (including firelightning, extended hurricane, tornado, wind and water damage, vandalism and malicious mischief coverage) covering the improvements and any personal property located in or on the Resort and any real property constituting part of the Additional Resort Collateral, in an amount not less than the full replacement value of such improvements and personal property, and said policy of insurance shall provide for a deductible acceptable to Agent, breach of warranty coverage, property damagereplacement cost endorsements satisfactory to Agent, worker's compensation, public and shall not permit co-insurance; (ii) Public liability and business interruption insuranceproperty damage insurance covering the Resort in amounts and on terms satisfactory to Agent; and (iii) Such other insurance on the Resort and against other risks any real property constituting part of the Additional Resort Collateral or any replacements or substitutions therefor including, without limitation, flood insurance (including errors and omissions) if the Property is or becomes located in an area which is considered a flood risk by the U.S. Emergency Management Agency or pursuant to the National Flood Insurance program), in such amounts and upon terms as similar properties and assets are insured may from time to time be reasonably required by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to Agent. To the extent customary. At any other timeshare receivable lender has any rights to approve the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates form of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force policies with respect to the Borrower. Such policies Resort, the amounts of insurance shall contain special endorsementscoverage thereunder, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in insurers under such policies, or the designation of an attorney-in-fact for purposes of dealing with damage to any part of the Resort or insurance claims or matters related thereto, or any successor to such attorney-in-fact, or any changes with respect to any of the foregoing, Borrower shall take all steps as may be necessary (iiand, after turnover, if any, of control of the Resort to the Timeshare Owners' Association, Borrower shall use its best efforts) provideto ensure that Agent, except on behalf of each Lender, shall at all times have a co-equal right, with such other lender (including, without limitation, Borrower or any third-party lender), to approve all such matters and any proposed changes in respect thereof; and Borrower shall not cause or permit any changes with respect to any insurance policies, insurers, coverage, attorney-in-fact, or insurance trustee, if any, without Agent's prior written approval. In the event of any insured loss or claim in respect of the Resort or any real property comprising the Additional Resort Collateral, Borrower shall apply (or cause to be applied), and Borrower covenants that the Timeshare Owners' Association shall apply (or cause to be applied), all proceeds of such insurance policies in a manner consistent with the Timeshare Documents and the Timeshare Act. All insurance policies required pursuant to this Agreement (or the Timeshare Documents or Timeshare Act) shall provide that the coverage afforded thereby shall not expire or be amended, canceled, modified or terminated without at least thirty (30) days prior written notice to Agent. At least thirty (30) days prior to the expiration date of each policy maintained pursuant to this Section 7.1(d), a renewal or replacement thereof satisfactory to Agent shall be delivered to Agent. Borrower shall deliver or cause to be delivered to Agent receipts evidencing the payment for all such insurance policies and renewals or replacements. In the event of any fire or other casualty to or with respect to the improvements on or at the Resort or any real property comprising the Additional Resort Collateral, Borrower covenants that Borrower or the Timeshare Owners' Association, as the case of public liability insurance may be, will promptly restore or repair (or cause to be restored, repaired or replaced) the damaged improvements and workmen's compensation insurancerepair or replace any other personal property to the same condition as immediately prior to such fire or other casualty and, that all insurance proceeds shall be adjusted with respect to the improvements and payable personal property on the Resort or any real property comprising the Additional Resort Collateral, in accordance with the terms of the applicable Mortgage Timeshare Documents or First Mortgage, and (iii) provide that no cancellation Timeshare Act. The insufficiency of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting any net insurance proceeds shall in no way relieve Borrower or, as applicable, Borrower and Timeshare Owners' Association, of its obligation to restore, repair or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied replace such improvements and other personal property in accordance with the terms hereof, of the Declaration or other Timeshare Documents or of the Timeshare Act, and Borrower covenants that Borrower or, as the case may be, the Timeshare Owners' Association, shall promptly comply and cause compliance with the provisions of the Declaration and other Timeshare Documents, or of the Timeshare Act relating to such restoration, repair or replacement. Borrower shall, unless an Event of Default has occurred, apply all insurance proceeds payable to or received by it, in accordance with the applicable Mortgage Declaration. If an Event of Default has occurred, Agent may, in its sole discretion, apply all insurance proceeds in accordance with the applicable Declaration or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNto the repayment of the Loan in accordance with Section 2.4 hereof.

Maintenance of Insurance. The Borrower shallMaintain, and shall ------------------------ and/or cause each of its Subsidiaries toto maintain, insure its (x) insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Loan Party or such Subsidiaries operate or otherwise approved by the Required Lenders (which approval shall not be unreasonably withheld or delayed) and assets (y) the insurance coverage required pursuant to their respective Property Loan Documents. With respect to any insurance maintained by any Loan Party, the insurance against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customaryCollateral shall name the Administrative Agent as sole loss payee with respect to the Collateral, shall not be invalidated by any action of or breach of warranty by such Loan Party of any provision thereof and shall waive subrogation against the Administrative Agent. At With respect to any liability policy(ies) maintained by any Loan Party, such liability policy(ies) shall name the request Administrative Agent as an additional insured in the full amount of such Loan Party’s liability coverage limits (or the coverage limits of any successor to such Loan Party or such successor’s parent which is providing coverage), be primary and without contribution as respects any insurance carried by the Administrative Agent and contain severability of interest clauses. All policies of insurance maintained by any Loan Party shall provide that the Administrative Agent shall be given thirty (30) days’ notice of cancellation of coverage as per policy provisions. On or prior to the Restatement Effective Date and prior to each policy renewal, the Borrower shall furnish to the Administrative Agent, the Borrower shall deliver certificates of insurance or other evidence reasonably satisfactory to the Administrative Agent certificates of that insurance signed maintained by the Borrower's independent insurance broker describing and certifying as to the existence any Loan Party complies with all of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then above requirements is in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNeffect.

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure maintain and pay for insurance on its properties properties, assets and assets business, now owned or hereafter acquired, against loss or damage by fire such casualties, risks and contingencies, and in such other insurable hazards types and amounts and with such insurance companies, as such assets are commonly insured shall be satisfactory to the Agent (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in any event in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesshall be adequate to cover the Collateral), and with reputable deliver certificates and financially sound insurers, including self-policies of such insurance to the extent customaryAgent with satisfactory standard loss payable endorsements naming the Agent as loss payee, additional insured and mortgagee thereunder, as appropriate. (b) Each such policy of insurance shall contain a clause requiring the insurer to give not less than ten (10) days prior written notice to the Agent before any cancellation of the policies due to nonpayment and not less than thirty (30) days prior written notice before any cancellation of the policies for any other reason whatsoever, and a clause that the interest of the Agent shall not be impaired or invalidated by any act or neglect of the Borrower or any Subsidiary or the owner of the property nor by the occupation of the premises wherein such property is located for purposes more hazardous than are permitted by such policy. At The Borrower hereby directs, and will cause each of its Subsidiaries to direct, all insurers under policies of property and casualty insurance on the Collateral to pay all proceeds payable thereunder for losses in excess of $250,000 per occurrence directly to the Agent. The Agent, on behalf of the Lenders, shall hold all such proceeds for the account of the Borrower and its Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, the Agent shall, at the Borrower's request, disburse such proceeds as payment for the purpose of replacing or repairing destroyed or damaged assets, as and when required to be paid and upon presentation of evidence satisfactory to the Agent of such required payments and such other documents as the Agent may reasonably request, or shall apply such proceeds in whole or in part as a prepayment of the Loans, in such order as the Borrower may determine. Upon and during the continuance of a Default or Event of Default, the Agent shall apply such proceeds as a prepayment of the Revolving Credit/Term Loans in accordance with Section 2.5(a). The Borrower hereby irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as its true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing its name or the name of any Subsidiary on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (c) If the Borrower or any Subsidiary fails to obtain and maintain any of the policies of insurance required to be maintained hereunder or to pay any premium in whole or in part, then the Agent may, at the Borrower's expense, without waiving or releasing any obligation or Default by the Borrower hereunder, procure the same, but shall not be required to do so. All sums so disbursed by the Agent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by the Borrower to the Lenders and shall be additional Obligations hereunder, secured by the Collateral. (d) Upon the reasonable request of the Administrative AgentAgent from time to time, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of evidence that the insurance on the Collateral required to be maintained by pursuant to this Agreement and other Loan Documents and a summary schedule indicating all insurance then is in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNeffect.

Maintenance of Insurance. The Borrower shall(a) Maintain insurance on all insurable tangible Property against fire, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire casualty and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's coverage and workmen’s compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts amounts, with such deductibles and with such insurers (rated “B” or better by “A.M. Best’s Insurance Reports”) as similar properties are customarily used by companies operating in the same industry as Borrower and assets are insured its Subsidiaries and reasonably acceptable to the Administrative Agent. Borrower shall furnish the Administrative Agent with a schedule of all such insurance prepared by prudent companies in similar circumstances carrying on similar businessestheir insurance broker, and certificates of insurance with reputable and financially sound insurers, respect thereto (including self-insurance to the extent customary. At text of the request lender’s loss payable clause in favor of the Administrative AgentAgent required below), the Borrower shall deliver to or such other evidence of insurance as the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least require within thirty (30) days after receipt the Closing Date. Borrower shall furnish the Administrative Agent with a copy of each applicable policy within thirty (30) days after the Closing Date. In the event Borrower fails to procure or cause to be procured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, the Administrative Agent may do so for Borrower but Borrower shall continue to be liable for the same. All casualty insurance policies shall contain standard lender’s loss payable clauses issued in favor of the Administrative Agent (on behalf of the Lenders) indicating that the Administrative Agent is sole lender loss payee, under which all losses thereunder shall be paid to the Administrative Agent (on behalf of the Lenders) as the Administrative Agent’s interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without thirty (30) days prior written notice to the Administrative Agent and shall insure the Administrative Agent notwithstanding the act or neglect of Borrower or any of its Subsidiaries. Borrower hereby appoints the Administrative Agent as its attorney-in-fact, exercisable at the Administrative Agent’s option only during the occurrence and continuance of a Default or an Event of Default, and only to the extent the Obligations are outstanding, to endorse any check which may be payable to Borrower and to file proofs of loss with respect to any insurance claims, in order to collect the proceeds of such insurance and any amount or amounts collected by the Administrative Agent pursuant to the provisions of written notice of such cancellation or change. Any monies received this paragraph may be applied by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage Obligations. Borrower further covenants that all insurance premiums due and owing under its current casualty policies have been paid. Borrower also agrees to notify the Administrative Agent, promptly, upon any receipt of a notice of termination, cancellation, or First Mortgagenon-renewal from its insurance company of any such policy. (b) Maintain, and deliver to the Administrative Agent upon the Administrative Agent’s request evidence of, public liability, products liability and business interruption insurance in such amounts as are reasonably acceptable to the Administrative Agent, but in any event not more than are customary for companies in the same or similar businesses located in the same or similar area. The Administrative Agent (on behalf of the Lenders) shall be applied in accordance named as additional insured with the terms of the applicable Mortgage or First Mortgagerespect to all such liability insurance. The foregoing insurance requirements set forth herein may shall be satisfied through blanket insurance obtained from such insurers (rated “A” or better by “A.M. Best’s Insurance Reports”) as are customarily used by companies operating in the same industry as Borrower and maintained by MPNits Subsidiaries and reasonably acceptable to the Administrative Agent.

Maintenance of Insurance. The (a) On or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall, (i) provide the Administrative Agent with property insurance certificates naming the Administrative Agent loss payee and shall ------------------------ liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments and (ii) cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire companies, associations or organizations reasonably satisfactory to the Administrative Agent covering such casualties, risks, perils, liabilities and such other insurable hazards as such assets are commonly insured (including firereasonably required by the Administrative Agent. In addition, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesthe Borrower shall, and shall cause each of its Subsidiaries to, comply with reputable all requirements regarding insurance contained in the Security Instruments. (b) All certified copies of policies or certificates thereof, and financially sound insurers, including self-endorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance providing coverage to the extent customary. At Borrower shall either have attached thereto a Xxxxxx’s loss payable endorsement for the request benefit of the Administrative Agent, the Borrower shall deliver as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance and, if applicable, an endorsement, or a certified copy of all policies of insurance required at closing, and simultaneously with the effectiveness of any new or replacement policy. All policies or certificates of insurance signed by shall set forth the Borrower's independent insurance broker describing and certifying as to coverage, the existence limits of liability, the name of the insurance on carrier, the Collateral required to be maintained by this Agreement policy number, and other Loan Documents and a summary schedule indicating the period of coverage. In addition, all insurance then in force with respect to the Borrower. Such policies of insurance required under the terms hereof which provide coverage to the Borrower shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of such policy notwithstanding any act of negligence of the Borrower, or a Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in a forfeiture of the insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower and its Subsidiaries. Without limiting the generality of the foregoing provisions, Administrative Agent will be named as an additional insured and will be provided a waiver of subrogation on the Borrower’s general liability and umbrella policies. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable Mortgage insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or First Mortgageamended (which provision shall include any reduction in the scope or limits of coverage) without at least 30 days’ prior written notice to the Administrative Agent and the Borrower unless such is cancelled for non-payment of premium and then the Administrative Agent and the Borrower will be given 10 days’ notice of cancellation. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described in this Section 5.02(b) are paid to the Borrower or a Subsidiary and any Obligations are outstanding, the Borrower shall deliver such proceeds to the Administrative Agent immediately upon receipt. (c) If at any time any real property covered by a Security Instrument includes Improved Property located in an area designated as a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Borrower shall, and shall cause each of its Subsidiaries to, (i) provide the Administrative Agent and each Lender with a description of such Improved Property, including the address and legal description of such Improved Property and such other information as may be requested by the Administrative Agent or any Lender to obtain a flood determination or otherwise satisfy its obligations under applicable Legal Requirements, (ii) obtain flood insurance in such total amount as required by Regulation H of the Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by evidence in form and substance satisfactory to the Administrative Agent of written notice and each Lender of such cancellation or change. Any monies received by flood insurance to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNeach Lender.

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably satisfactory to the Administrative Agent. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Banks (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance reasonably acceptable to the Administrative Agent, which shall (i) specify the Collateral Administrative Agent as an additional insured, mortgagee insured and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's ’s compensation insurance, that (a) provided no Event of Default or Potential Default exists, all insurance proceeds for losses of $5,000,000 or less shall be adjusted with and payable to the applicable Loan Parties, (b) provided no Event of Default or Potential Default exists, all insurance proceeds for losses greater than $5,000,000 but less than $25,000,000 shall be either used by the Loan Parties within 180 days of the receipt of such proceeds to rebuild or replace the property subject to such loss (provided that the Loan Parties shall have provided to the Administrative Agent within 60 days of the receipt of such proceeds satisfactory evidence of such Loan Parties’ commitment to rebuild or replace such property in the form of executed purchase orders, construction contracts and the like) or applied as a mandatory prepayment of the Loans in accordance with the terms provisions of the applicable Mortgage or First MortgageSection 5.5.3, and (iiic) all insurance proceeds for losses of $25,000,000 or more shall be adjusted with and payable to the Administrative Agent; provided that in the event of such a loss under this clause (c), the Loan Parties may provide the Administrative Agent with a written request within 10 days of such loss that the Loan Parties be permitted to use the insurance proceeds associated with such loss for rebuilding or replacing the property subject to such loss, and upon receipt of such request, the Administrative Agent shall distribute such request to the Banks, which shall have 15 days to decide whether to approve or deny such request, and, (i) in the event that the Required Banks approve such request, the Administrative Agent shall provide notice of such approval to the Borrower, and the Borrower shall have 180 days from the receipt of such proceeds to rebuild or replace the property subject to such loss (provided that the Loan Parties shall have provided to the Administrative Agent within 60 days of the receipt of such proceeds satisfactory evidence of such Loan Parties’ commitment to rebuild or replace such property in the form of executed purchase orders, construction contracts and the like), and (ii) in the event that the Required Banks fail to approve such request or the Loan Parties fail to reinvest such funds within 180 days from the date of receipt of such proceeds (or fail to provide the Administrative Agent with satisfactory evidence of such parties’ commitment to rebuild or replace such property within 60 days of the receipt of such proceeds), such proceeds shall be applied as a mandatory prepayment of the Loans in accordance with the provisions of Section 5.5.3, (vi) include effective waivers by the insurer of all claims for insurance premiums against the Administrative Agent, (vii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material casualty loss and associated decline in value of the Collateral and the estimated (or actual, if available) amount of such loss and decline in value. Except for monies which the applicable Loan Party or Subsidiary is entitled to use for replacement or rebuilding as permitted herein, any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Administrative Agent, (pursuant i) be applied by the Administrative Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the Loans in such manner as the Administrative Agent may reasonably determine, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPNthe Administrative Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The Borrower shall, and Each Loan Party shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including flood, fire, extended coverage, property damage, worker's compensation, workers’ compensation and public liability and business interruption insurance) and against other risks (including errors and omissions) ), and in such amounts as similar properties and assets assets, as are commonly insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates (x) annually an original certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all commercial insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsementsthe necessary endorsements or policy language, which shall (i) specify the Collateral Agent Trustee on behalf of the Secured Parties as an additional insured, insured on the liability policies and mortgagee and lender loss payee as its their interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the additional insured, (ii) provide that the interest of the Lenders, under the lender’s loss payable endorsement in a form similar to the form provided on the Closing Date, shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms policies or any action or inaction of the applicable Mortgage or First MortgageLoan Parties, and (iii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise (to the extent that the Loan Parties are able on a commercially reasonable efforts basis to obtain such waiver from the insurers), (iv) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty ten (3010) days after receipt by notification to the Administrative Agent of written notice of such cancellation or change, (v) be primary without right of contribution of any other liability insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (vi) provide that inasmuch as any liability policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies received Each Loan Party shall take all actions required under the Flood Laws to the extent reasonably requested by the Administrative Agent or Collateral Agent constituting to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, (i) maintaining such flood insurance proceeds or condemnation proceeds (in full force and effect and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Mortgage Flood Laws and (ii) delivering to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. If a Casualty Event occurs, the Borrower shall promptly notify the Administrative Agent of such event and the estimated (or First Mortgageactual, if available) shall be applied in accordance with the terms amount of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNsuch loss.

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of , all as reasonably determined by the Administrative Agent, the Borrower . TGI shall deliver to (x) on the Administrative Agent Closing Date and annually thereafter original certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) at the request of the Administrative Agent, from time to time a summary schedule indicating all insurance then in force with respect to TGI and its Subsidiaries. From and after the Borrower. Such Closing Date, such policies of insurance shall contain special endorsements, in form and substance acceptable to the Administrative Agent, which shall (i) specify the Collateral Administrative Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, regardless with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of any breach TGI or violation by relevant Subsidiary and not that of the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policiesAdministrative Agent, (ii) provideinclude effective waivers by the insurer of all claims for insurance premiums against the Administrative Agent, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies for any reason (including non-payment of premium) shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by (except that the prior notice period to the Administrative Agent may be 10 days prior to cancellation resulting from non-payment of premium), (iv) be primary without right of contribution of any other insurance carried by or Collateral Agent constituting insurance proceeds or condemnation proceeds on behalf of any additional insureds, and (pursuant to v) provide that inasmuch as the Mortgage or First Mortgagepolicy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured, (vi) provide that the interest of the Banks shall be applied insured regardless of any breach or violation by the applicable Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan parties or others insured under such policies and (vii) provide a waiver of any right to set off or counterclaim or any other deduction and provide that any rights of subrogation which the insurers may have or acquire shall be adjusted in accordance with the terms “mortgagee” and “lender loss payee” clauses of each such policy, which in each case shall be reasonably satisfactory to the Administrative Agent. TGI shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of insured assets and the estimated (or actual, if available) amount of such loss or decline. If any Real Property Collateral is at any time from and after the Closing Date located in an area identified by the Federal Emergency Management Agency (or any successor agency as a “Special Flood Hazard Area” with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as no or hereafter in effect or successor act thereto), the Borrowers shall, or shall cause the applicable Mortgage Loan party to (i) maintain, or First Mortgage. The cause to be maintained, with a financially sound and reputable insurer, flood insurance requirements set forth herein may be satisfied through blanket insurance obtained in an amount and maintained by MPNotherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

Maintenance of Insurance. (a) The Borrower shall, Company shall obtain and shall ------------------------ cause each maintain in effect for the benefit of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to Indemnitee until the extent customary. At the request end of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying Indemnification Period (as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such hereinafter defined) policies of insurance with insurance companies that permit resolution of all disputes in the United States and rated “A-” or higher by A.M. Best Company to provide Indemnitee with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement (collectively, the “Policies”). The Policies shall contain special endorsementsbe non-cancelable and non-rescindable and provide Indemnitee with rights and benefits that are at least as favorable as those provided to Indemnitee under the Company’s directors and officers insurance policies existing on the Effective Date. Indemnitee shall be covered by the Policies in accordance with their terms, which with such coverage primary to any other coverage Indemnitee may have for the Company’s and the Partnership’s obligations to Indemnitee under this Agreement. In all such Policies, Indemnitee shall (i) specify be afforded rights and benefits at least as favorable as those accorded to the Collateral Agent as additional insuredmost favorably insured of the Company’s directors and officers. Upon request by Indemnitee, mortgagee the Company shall provide copies of all Policies obtained and lender loss payee as its interests may appear, regardless maintained in accordance with this Section 10. The Company shall promptly notify Indemnitee of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained changes in such policiesinsurance coverage. (b) At the time of the receipt of a notice of a claim pursuant to the terms hereof, (ii) provide, except the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the case respective policies. The Company shall thereafter take all commercially reasonable actions to cause such insurers to pay, on behalf of public liability insurance and workmen's compensation insuranceIndemnitee, that all insurance proceeds shall be adjusted and amounts payable as a result of such proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms obligations of the applicable Mortgage Company or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthe Partnership under this Agreement. (c) As used herein, the following terms shall have the following meanings:

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Administrative Agent. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Lenders: (x) on the Closing Date and annually thereafter an original certificate of insurance signed issued by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, endorsements which shall (i) specify include the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach provisions specified below or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained are otherwise in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by form acceptable to the Administrative Agent in its reasonable discretion. The applicable Loan Parties shall notify the Administrative Agent promptly of written notice any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such cancellation loss or changedecline. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation may, at the option of the Administrative Agent, (a) in the case of property insurance proceeds (pursuant received during the existence of an Event of Default, be applied by the Administrative Agent to the Mortgage or First Mortgage) shall be applied payment of the Obligations in accordance with the terms of the Credit Agreement, (b) for losses of less than $3,000,000 received at such time as no Event of Default or Potential Default exists, be disbursed by the Administrative Agent to the applicable Mortgage Loan Parties, and (c) for losses equal to or First Mortgage. The insurance requirements set forth herein may greater than $3,000,000 received at such time as no Event of Default or Potential Default exists, be satisfied through blanket insurance obtained disbursed by the Administrative Agent to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration and/or replacement of Collateral and maintained by MPNother property in respect of which such proceeds were received.

Maintenance of Insurance. The Borrower shall(i) Maintain, with financially sound and shall ------------------------ cause each of reputable insurance companies, insurance on all its Subsidiaries tomaterial Property in at least such amounts and against at least such risks (but including in any event public liability, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public product liability and business interruption insuranceinterruption) and as are usually insured against other risks (including errors and omissions) in the same general area by companies engaged in the same or a similar business. All such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesinsurance shall, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agentcustomary (but in any event, the Borrower shall deliver to the Administrative Agent certificates of not including business interruption insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall personal injury insurance) (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies thereof shall be effective until at least thirty (30) 10 days after receipt by the Administrative Agent of written notice thereof and (ii) name the Agent as insured party or lender’s loss payee. (ii) If any portion of such cancellation or change. Any monies received any Property subject to a Mortgage is at any time located in an area identified by the Administrative Agent Federal Emergency Management Agency (or Collateral Agent constituting any successor agency) as a special flood hazard area with respect to which flood insurance proceeds has been made available under the National Flood Insurance Act of 1968 (as now or condemnation proceeds hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Mortgage Flood Insurance Laws and (ii) deliver to the Agent evidence of such compliance in form and substance reasonably acceptable to the Agent. (i) Cause fire and extended coverage policies maintained with respect to any Collateral to be endorsed or First Mortgageotherwise amended to include (A) a non-contributing mortgage clause (regarding improvements to real estate) and lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the Agent, which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Agent, (B) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be applied in accordance with a co-insurer and (C) such other provisions as the terms Agent may reasonably require from time to time to protect the interests of the applicable Mortgage Credit Parties, (ii) cause commercial general liability policies to be endorsed to name the Agent as an additional insured, (iii) cause business interruption policies to name the Agent as a loss payee, and (iv) cause each such policy referred to in this Section 6.07 to also provide that it shall not be canceled, modified or First Mortgage. The not renewed (A) by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Agent (giving the Agent the right to cure defaults in the payment of premiums) or (B) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Agent. (iv) Deliver to the Agent, prior to the cancellation, modification materially adverse to the Lenders or non-renewal of any such policy of insurance, notice of such cancellation, modification or non-renewal and, if requested by the Agent, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Agent, including an insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNbinder) together with evidence reasonably satisfactory to the Agent of payment of the premium therefor.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies reasonably acceptable to the Agents (which insurance companies are not Affiliates of the Loan Parties), and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and operating in the same or similar locations or as is required by applicable Law, of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businesses, by such other Persons and with reputable and financially sound insurers, including self-insurance as are reasonably acceptable to the extent customary. At Agents. (b) In each case except as set forth in the request post-Closing Letter: Fire and extended coverage policies maintained with respect to any Collateral shall name the Administrative Agent or the Canadian Agent, as applicable, as a loss payee and shall be endorsed or otherwise amended to include (i) a non-contributing mortgage clause (regarding improvements to real property) and lenders’ loss payable clause (regarding personal property), in form and substance satisfactory to the Agents, which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Administrative Agent or the Canadian Agent, as applicable, (ii) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer and (iii) such other provisions as the Agents and the Canadian Agent may reasonably require from time to time to protect the interests of the Credit Parties. Commercial general liability policies shall be endorsed to name the Administrative Agent or the Canadian Agent, as applicable, as an additional insured. Business interruption policies shall name the Administrative Agent or the Canadian Agent, as applicable, as a loss payee and shall be endorsed or amended to include (i) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Administrative Agent or the Canadian Agent, as applicable (subject to the rights of the US Term Loan Agent, the Euro Term Loan Agent and the Term Loan Collateral Agent and as described in the Intercreditor Agreement), (provided that unless a Cash Dominion Event then exists, the Administrative and/or Canadian Agent shall promptly remit the proceeds to the Lead Borrower or as the Lead Borrower may direct), (ii) a provision to the effect that none of the Loan Parties, the Agents, the Canadian Agent or any other party shall be a co-insurer and (iii) such other provisions as the Agents or, if applicable, the Canadian Agent, may reasonably require from time to time to protect the interests of the Credit Parties. Each such policy referred to in this Section 6.03(b) shall also provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium except upon not less than thirty (30) days prior written notice thereof by the insurer to the Administrative Agent or the Canadian Agent, as applicable, (giving such Person the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days prior written notice thereof by the insurer to the Administrative Agent or the Canadian Agent, as applicable. The Lead Borrower shall deliver to the Administrative Agent certificates Agents, and the Canadian Borrower shall deliver to the Canadian Agent, on or prior to the date of the cancellation or expiration of any such policy of insurance, or modification materially reducing the scope or amount of coverage of such policies of insurance, a copy of any applicable renewal or replacement insurance signed certificate. (c) None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral policies required to be maintained under this Section 6.03. Each Loan Party shall look solely to its insurance companies or any other parties other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Credit Party or its agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right of recovery, if any, against the Credit Parties and their agents and employees. The designation of any form, type or amount of insurance coverage by the any Credit Party under this Agreement Section 6.03 shall in no event be deemed a representation, warranty or advice by such Credit Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection of their properties. (d) Maintain for themselves and other Loan Documents their Americas Subsidiaries, a Directors and Officers insurance policy, and a summary schedule indicating “Blanket Crime” policy including employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property, and computer fraud coverage with responsible companies in such amounts as are customarily carried by business entities engaged in similar businesses similarly situated, and will upon request by any Agent, furnish the Administrative Agent certificates evidencing renewal of each such policy. Compliance with Laws. Comply, and cause each Subsidiary to comply, with the requirements of all insurance then Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in force such instances in which (a)(i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee adequate reserves have been set aside and lender loss payee as its interests may appear, regardless of any breach or violation maintained by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained Loan Parties in such policies, accordance with GAAP; and (ii) providesuch contest effectively suspends enforcement of the contested Laws, except in or (b) the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. Nothing contained herein shall be adjusted and payable in accordance with deemed to limit the terms rights of the applicable Mortgage Agents or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt the Canadian Agent with respect to establishing or modifying Reserves in a manner permitted by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthis Agreement.

Maintenance of Insurance. The (a) Except when the failure to do so has not resulted in, or is not reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect, maintain or cause to be maintained with insurance companies that the Borrower shall, and shall ------------------------ cause each believes (in the good faith judgment of its Subsidiaries tomanagement) are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts (after giving effect to any self-insurance) as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons, and with reputable and financially sound insurers, including self-insurance furnish to the extent customary. At the request of the Administrative Agent, the Borrower which, absent a continuing Event of Default, shall deliver to not be made more than once in any twelve month period, upon reasonable written request from the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying Agent, information presented in reasonable detail as to the existence insurance so carried. (b) Subject to Section 6.15, each such policy of insurance shall as appropriate and is customary, (i) name the Collateral Agent, on behalf of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force Secured Parties, as an additional insured thereunder (with respect to the Borrower. Such policies of insurance shall contain special endorsementsliability insurance), which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, or (ii) provide, except to the extent covering Collateral in the case of public liability insurance and workmen's compensation property insurance, contain a loss payable clause or endorsement that all names the Collateral Agent, on behalf of the Secured Parties, as the lenders’ loss payee thereunder; provided that (A) absent a Specified Event of Default that is continuing, any proceeds of any such insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt delivered by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant insurer(s) to the Mortgage Borrower or First Mortgage) shall one of its Subsidiaries and may be applied in accordance with (or, if this Agreement does not provide for application of such proceeds, in a manner that is not prohibited by) this Agreement and (B) this Section 6.07(b) shall not be applicable to (1) business interruption insurance, workers’ compensation policies, employee liability policies or directors and officers policies, (2) policies to the terms extent the Collateral Agent cannot have an insurable interest therein or is unable to be named as an additional insured or lenders’ loss payee thereunder or (3) the extent unavailable from the relevant insurer after the Borrower’s use of its commercially reasonable efforts; provided, further, that no insurance shall be required in any jurisdiction outside of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNUnited States.

Maintenance of Insurance. The Borrower shall, and Each Loan Party shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including flood, fire, extended coverage, property damage, worker's compensation, workers’ compensation and public liability and business interruption insurance) and against other risks (including errors and omissions) ), and in such amounts as similar properties and assets assets, as are commonly insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates (x) annually an original certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all commercial insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsementsthe necessary endorsements or policy language, which shall (i) specify the Collateral Agent Trustee on behalf of the Secured Parties as an additional insured, insured on the liability policies and mortgagee and lender loss payee as its their interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the additional insured, (ii) provide that the interest of the Lenders, under the lender’s loss payable endorsement in a form similar to the form provided on the Closing Date, shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms policies or any action or inaction of the applicable Mortgage or First MortgageLoan Parties, and (iii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise (to the extent that the Loan Parties are able on a commercially reasonable efforts basis to obtain such waiver from the insurers), (iv) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty ten (3010) days after receipt by notification to the Administrative Agent of written notice of such cancellation or change, (v) be primary without right of contribution of any other liability insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (vi) provide that inasmuch as any liability policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies received The Loan Parties shall maintain all flood insurance policies of a type and in an amount as carried by the Loan Parties on the Closing Date. If a Casualty Event occurs, the Borrower shall promptly notify the Administrative Agent of such event and the estimated (or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgageactual, if available) shall be applied in accordance with the terms amount of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNsuch loss.

Maintenance of Insurance. The Borrower shall, shall and shall ------------------------ cause each of its Subsidiaries toand all other Loan Parties to maintain, insure its with financially sound and reputable insurance companies not Affiliates of any Loan Party, insurance with respect to their respective properties and assets businesses against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customaryby such other Persons. At the request of the All property policies shall have a lender’s loss payable endorsement showing Administrative Agent, for the ratable benefit of the Lending Parties, as sole loss payee and waive subrogation against the Lending Parties, and all liability policies shall show Administrative Agent, on behalf of the Lending Parties, or have endorsements showing Administrative Agent, on behalf of the Lending Parties, as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Administrative Agent, on behalf of the Lending Parties, at least thirty days’ notice before canceling, amending, or declining to renew its policy and ten days’ notice of any non-payment of premiums. At any Lending Party’s request, Borrower shall deliver certified copies of all of the insurance policies of Borrower and its Subsidiaries and evidence of all premium payments. Subject to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to provisions hereof, proceeds payable under any policy shall, during the existence of the insurance an Event of Default, be payable to Administrative Agent on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms behalf of the applicable Mortgage Lending Parties on account of the Obligations. If any Loan Party that is a party hereto fails to obtain insurance as required under this Section 6.07 or First Mortgageto pay any amount or furnish any required proof of payment to third persons and Lenders, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Lenders may make all or part of such payments or obtain such insurance policies required in this Section 6.07 and take any action under the policies that Lenders and Administrative Agent constituting insurance proceeds deem necessary or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNprudent.

Maintenance of Insurance. The Borrower shall(a) Except when the failure to do so has not resulted in, and or is not reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect, the Company shall ------------------------ maintain or cause each to be maintained with insurance companies that the Company believes (in the good faith judgment of its Subsidiaries tomanagement) are financially sound and reputable at the time the relevant coverage is placed or renewed, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts (after giving effect to any self-insurance) as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons, and furnish to the Collateral Agent, which, absent a continuing Event of Default, shall not be made more than once in any twelve month period, upon reasonable written request from the Collateral Agent, information presented in reasonable detail as to the insurance so carried. The Collateral Agent shall have no liability or responsibility to maintain any insurance over the Collateral, or otherwise. (b) Within 120 days after the Closing Date, subject to ‎Section ‎7.6, each such policy of insurance shall, with reputable and financially sound insurersrespect to assets constituting Collateral, (i) name the Collateral Agent, including self-insurance on behalf of the Purchasers, as an additional insured thereunder (with respect to liability insurance), and (ii) to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the covering Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation property insurance, contain a lender loss payable clause or endorsement that all names the Collateral Agent, on behalf of the Purchasers, as the loss payee thereunder; provided, that (A) absent an Event of Default that is continuing, any proceeds of any such insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt delivered by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant insurer(s) to the Mortgage Company or First Mortgage) shall one of its Subsidiaries and may be applied in accordance with (or, if this Agreement does not provide for application of such proceeds, in a manner that is not prohibited by) this Agreement and (B) this ‎Section ‎7.3(b) shall not be applicable to (1) business interruption insurance, workers’ compensation policies, employee liability policies or directors and officers policies, (2) policies to the terms extent the Collateral Agent cannot have an insurable interest therein or is unable to be named as an additional insured or lender loss payee thereunder, (3) any product liability insurance with respect to a specific product of the applicable Mortgage Company or First Mortgage. The any liability insurance requirements set forth herein may be satisfied through blanket with respect to clinical trials, (4) any insurance obtained and maintained by MPNpolicies or coverage outside the United States, or (5) the extent unavailable from the relevant insurer after the Borrower’s use of its commercially reasonable efforts.

Maintenance of Insurance. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurancea) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to Until the extent customary. At the request of the Administrative AgentDebt Termination Date, the Borrower shall deliver procure and maintain or cause to be procured and maintained by the applicable Operator or Manager pursuant to the applicable Tax Equity Documents, and provide the Administrative Agent with acceptable evidence (in form and substance reasonably satisfactory to the Administrative Agent certificates in consultation with the Insurance Consultant) of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the types and amounts of insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect pursuant to the Borrowerapplicable Tax Equity Documents. Such policies In the event that the Tax Equity Documents do not establish guidelines for minimum levels of insurance and/or there are no underlying Tax Equity Documents, as would be the case for Wholly Owned Opcos, the Borrower shall contain special endorsements, which shall procure and maintain or cause to be procured and maintained by the applicable Operator or Manager (i) specify insurance of the Collateral Agent as additional insuredtypes and amounts that are consistent with prudent industry practices for residential PV solar portfolios similar in size, mortgagee location and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, exposure; (ii) provide, except insurance in form and substance satisfactory to the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable Required Lenders in accordance consultation with the terms Insurance Consultant (including any recommendations of the applicable Mortgage or First Mortgage, Insurance Consultant for amendments in existing and/or proposed insurance coverages); and (iii) provide that no cancellation the Administrative Agent with acceptable evidence (in form and substance reasonably satisfactory to the Administrative Agent in consultation with the Insurance Consultant) of such policies the existence of the types and amounts of insurance required (including any recommendations of the Insurance Consultant for amendments in existing and/or proposed insurance coverages). The types and amounts of insurance required pursuant to this Section 6.13(a) shall be effective until referred to insurance policies required pursuant to collectively as the “Insurance Policies”. (b) With respect to all property insurance (including any excess or difference in conditions policies, if applicable) required pursuant to Section 6.13(a): (i) The Borrower, the Relevant Parties and each of their members shall be included as either the “named insured” or an additional “named insured”. (ii) The Borrower hereby waives, and shall cause the Relevant Parties and each of their members to waive, any rights of subrogation against the Secured Parties and shall cause any such property Insurance Policies to include or be endorsed to include a similar waiver of subrogation in favor of the Secured Parties. (iii) The Secured Parties shall be included as additional insureds on all such property Insurance Policies insuring Wholly Owned Opcos. (iv) The Collateral Agent for the benefit of the Secured Parties shall be named as the “sole” loss payee on all such Insurance Policies insuring Wholly Owned Opcos pursuant to a lender loss payable endorsement acceptable to the Administrative Agent in consultation with the Insurance Consultant. (i) To the extent commercially available, such Insurance Policies shall be endorsed to provide at least thirty (30) days after receipt by the Administrative Agent of days’ prior written notice of such cancellation (or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.ten

Maintenance of Insurance. The Borrower shall, (a) Maintain in full force and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured effect insurance (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability casualty insurance and business interruption insurance) with financially sound and against other risks (including errors and omissions) reputable insurance companies not Affiliates of the Borrowers or any Subsidiary, in such amounts amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Borrower or the applicable Restricted Subsidiary operates; provided that the Borrowers and assets are insured by prudent companies in similar circumstances carrying on similar businesses, their Restricted Subsidiaries may reduce the amount of insurance required to be maintained above to the extent the Borrowers and with reputable and financially sound insurers, including their Restricted Subsidiaries establish a self-insurance program providing insurance coverage in lieu of such insurance. The Collateral Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the extent customary. At the request of policy or policies issued by it or by independent instruments furnished to the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on that it will give the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall Agent (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, ten (ii10) provide, except days (in the case of public liability any insurance policy provided by Steadfast Insurance Corporation or American Guarantee and workmen's compensation insuranceLiability Insurance Company or any Affiliate thereof) or (ii) in the case of any other insurance policy, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by (or ten (10) days in the Administrative Agent case of cancellation because of non- payment) prior written notice of before any such cancellation policy or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds policies shall be altered (pursuant to the Mortgage extent the relevant insurance carrier, as a matter of policy, provides notices of alterations in its policies to such loss payees or First Mortgagemortgagees, as the case may be) or canceled. The Borrowers shall be applied maintain flood insurance on all real property constituting Collateral, from such providers, in amounts and on terms in accordance with the terms of the applicable Mortgage Flood Laws or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNas otherwise satisfactory to all Lenders.

Maintenance of Insurance. The Borrower shall, Maintain at all times with financially sound and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by fire corporations of established reputation engaged in the same or similar businesses and similarly situated, and such other insurable hazards insurance as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured may be required by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customaryapplicable Law. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such Said policies of insurance shall contain special endorsements, which shall (i) specify the Collateral be reasonably satisfactory to Administrative Agent as additional insuredto form, mortgagee amount and lender loss payee insurer. The Lead Borrower shall furnish certificates, policies or endorsements to Administrative Agent as its interests may appearAdministrative Agent shall reasonably require as proof of such insurance, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warrantiesand, declarations or conditions contained in such policies, (ii) provide, except in the case event that the Loan Parties at any time or times shall fail to obtain or maintain any of public the policies of insurance required hereby or to pay any premium in whole or in part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Loan Parties hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and workmen's compensation insurancepay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable, that all insurance proceeds shall be adjusted and payable in accordance with at the terms expense of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such Borrowers. All policies shall be effective until provide for at least thirty (30) days prior written notice to Administrative Agent of any cancellation or reduction of coverage and that Administrative Agent may act as attorney for each Borrower and Guarantor in obtaining, and at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. Borrowers and Guarantors shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and Borrowers and Guarantors shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to Administrative Agent as its interests may appear and further specify that Administrative Agent and Lenders shall be paid regardless of any act or omission by any Borrower, Guarantor or any of its or their Affiliates. Without limiting any other rights of Administrative Agent or Lenders, any insurance proceeds received by Administrative Agent at any time may be applied to payment of the Obligations, whether or not then due, in any order and in such manner as Administrative Agent may determine. Upon application of such proceeds to the Loans, Loans may be available subject and pursuant to the terms hereof to be used for the costs of repair or replacement of the Collateral lost or damages resulting in the payment of such insurance proceeds. Each Loan Party hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Loan Party’s true and lawful agent (and attorney-in-fact), exercisable only after receipt the occurrence and during the continuance of an Event of Default, for the purpose of making, settling and adjusting claims in respect of the Collateral under policies of insurance, endorsing the name of such Loan Party on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. All sums disbursed by the Administrative Agent of written notice of such cancellation or change. Any monies received in connection with this Section 6.07, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Loan Parties to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) and shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNadditional Obligations secured hereby.

Maintenance of Insurance. Maintain liability, casualty and other insurance (subject to customary deductibles and retentions), including with respect to each Mortgaged Real Property, with responsible insurance companies in such amounts and against such risks as is carried by companies engaged in similar businesses and owning similar assets in the general areas in which the Borrower and the Restricted Subsidiaries operate; and furnish to the Administrative Agent, promptly upon reasonable written request, information evidencing compliance with this Section 6.03. The Collateral Agent shall be named as an additional insured on all liability insurance policies of each Loan Party (other than directors and officers liability insurance, insurance policies relating to employment practices liability, crime or fiduciary duties, kidnap and rxxxxx insurance policies, and insurance as to fraud, errors and omissions) and the Collateral Agent shall be named as a mortgagee/loss payee on all property insurance policies of each such Person relating to Property which is Collateral. If any portion of any Mortgaged Real Property at any time is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause the applicable Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer (determined at the time such insurance is obtained), flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance reasonably acceptable to the Administrative Agent. The Borrower shall, and shall ------------------------ will cause each of its the Restricted Subsidiaries to, insure its properties do or cause to be done all things necessary to obtain, preserve, renew, extend and assets against loss or damage by fire keep in full force and such other insurable hazards as such assets are commonly insured (including fireeffect the rights, extended coverageprivileges, property damagelicenses, worker's compensationpermits, public liability franchises, authorizations, patents, copyrights, trademarks and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance trade names material to the extent customaryconduct of its business except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided, however, that nothing in this Section 6.03 shall prevent (A) sales, conveyances, transfers or other dispositions of assets, consolidations or mergers by or any other transaction in accordance with Section 8.01; (B) the withdrawal of qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; or (C) the abandonment of any rights, permits, authorizations, copyrights, trademarks, trade names, franchises, licenses and patents that the Borrower reasonably determines are not useful to its business. At In the request event that the proceeds of any insurance claim are paid after the Administrative AgentAgent has exercised its right to foreclose after an Event of Default, the Borrower such proceeds shall deliver be paid to the Administrative Agent certificates of insurance signed by to satisfy any deficiency remaining after such foreclosure. The Collateral Agent shall retain its interest in the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral policies required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthis Section 6.03 during any redemption period.

Maintenance of Insurance. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss will maintain (with insurance companies of recognized financial responsibility) or damage by fire and such other insurable hazards as such assets are commonly insured cause to be maintained (including fire, extended coverage, through self-insurance) insurance with respect to their property damage, worker's compensation, public liability and business interruption insurance) against such liabilities and against other risks (including errors and omissions) risks, in such types and amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including such deductibles or self-insurance risk retentions, in each case as are in accordance with customary industry practice for companies engaged in similar businesses operating in the same or similar locations as the Borrower and its Subsidiaries (taken as a whole). The loss payable clauses or provisions in (a) the applicable property loss policies insuring any of the Collateral shall be endorsed in favor of and made payable to the Administrative Agent, for the benefit of the Secured Parties, as a “lender loss payee” or other formulation acceptable to the Administrative Agent, and (b) each of the Borrower’s comprehensive and general liability policies and well control and gradual pollution policies (to the extent customaryin existence) shall name the Administrative Agent, for the benefit of the Secured Parties, as “additional insured”. At All policies of insurance described in clauses (a) and (b) of the preceding sentence shall provide that each insurer shall endeavor to give at least thirty (30) days prior written notice to the 860627.02-LACSR02A - MSW Administrative Agent of any cancellation of such insurance (or ten (10) days in the case of cancellation for non-payment of premiums). Upon the reasonable request of the Administrative AgentAgent from time to time, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying information in reasonable detail as to the existence Borrower’s and its Subsidiaries’ insurance then in effect, stating the names of the insurance on companies, the Collateral required to be maintained by this Agreement amounts of insurance, the dates of the expiration thereof and the properties and risks covered thereby. In the event the Borrower or any other Loan Documents Party at any time shall fail to obtain or maintain any of the insurance required herein, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and a summary schedule indicating all insurance then in force with respect to the Borrower. Such maintain such policies of insurance shall contain special endorsements, and pay premiums and take any other action with respect thereto which shall (i) specify the Collateral Administrative Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of written notice of such cancellation or changethe Obligations, payable as provided in this Agreement. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant Notwithstanding anything to the Mortgage or First Mortgage) contrary, the Borrower’s and its Subsidiaries’ obligations under this Section 5.04 shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNsubject to Section 5.16.

Maintenance of Insurance. The (i) Borrower shallshall maintain (through either an individual policy or as part of a group policy maintained by Xxxxxxxx and so long as Borrower are included as additional “named” insureds on all policies, and shall ------------------------ cause each of its Subsidiaries toas applicable), insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) insurance in such amounts and against such losses as are customary for companies of a similar properties size operating in the same or similar businesses covering their operations and assets are insured exposures and in accordance in all material respects with their applicable Material Contracts, by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound and responsible insurers or reinsurers which have an A.M. Best policyholders’ rating of not less than A-, a financial size rating of IX or better, or an S&P rating of not less than A, or, if the relevant insurance is not available from such insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to such other insurers as the Administrative Agent certificates of insurance signed by (acting at the Borrower's independent insurance broker describing and certifying as to the existence direction of the insurance on the Collateral required to be maintained by this Agreement Required Lenders) may approve in writing, acting reasonably, and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsementswhich, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability any insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance on any Property with respect to which a mortgage has been granted pursuant to the terms of any Security Documents, are licensed to do business in the jurisdictions where the applicable Mortgage or First MortgageProperty is located. (ii) Except to the extent that such insurance relates to Inventory Financing Collateral, and all such insurance shall (iiiA) provide that no cancellation of such policies cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) 30 days after receipt by the Administrative Collateral Agent of written notice thereof (Borrower shall deliver a copy of the policy (and to the extent any such cancellation policy is cancelled or change. Any monies received by renewed, a ​ ​ ​ ​ AMERICAS 120651159 96 ​ ​ ​ renewal or replacement policy), insurance certificate with respect thereto or other evidence thereof to the Administrative Agent or and Collateral Agent) and (B) name the Collateral Agent constituting as loss payee (in the case of property insurance) or additional insured (in the case of liability insurance) on behalf of the Secured Parties (it being understood that, absent an Event of Default, any proceeds of any such property insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be delivered by the insurer(s) to Borrower and applied in accordance with this Agreement), as applicable. (iii) If any portion of any Mortgaged Property is located in an area identified by the terms Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of the 1968 (or any amendment or successor act thereto), then Borrower shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount sufficient to comply with all applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained rules and maintained by MPNregulations promulgated pursuant to such Act.

Maintenance of Insurance. The Borrower shall, Maintain in full force and shall ------------------------ cause each of effect insurance with respect to its Subsidiaries to, insure Property and its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured businesses (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability insurance and business interruption insurance) and against other risks with insurers rated A- or better by A.M. Best’s Key Rating Guide (including errors and omissions) or any successor thereto), in such amounts as similar properties amounts, covering such risks and assets are insured by prudent companies in similar circumstances carrying on similar businesses, liabilities and with reputable and financially sound insurers, including such deductibles or self-insurance retentions as are deemed sufficient for Consolidated Parties by the management of Borrower Agent in the exercise of reasonable business judgment and reasonably acceptable to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of provided that such insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies Property of insurance Obligors shall contain special cover casualty, hazard, public liability, theft, malicious mischief and such other risks, in such amounts and with such endorsements, which as are reasonably satisfactory to Agent. From time to time upon Agent’s request, Obligors shall (i) specify deliver the Collateral originals or certified copies of their insurance policies to Agent. Agent shall be named as additional insured, mortgagee and lender loss payee or mortgagee, as its interests interest may appear, regardless and/or additional insured with respect to any such insurance providing coverage in respect of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First MortgageCollateral, and (iiiunless otherwise agreed by Agent in its Permitted Discretion) provide each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Agent, that no cancellation of it will give Agent 30 days prior written notice before any such policy or policies shall be effective until at least thirty altered in a manner materially adverse to the insured or Agent and Lenders or canceled (30) but ten days after receipt by the Administrative Agent of prior written notice of such cancellation for non-payment of premiums) and that the interests of Agent shall not be impaired or change. Any monies received invalidated by any act or neglect of any Obligor or by the Administrative occupation of the premises for purposes more hazardous than are permitted by the policy. All proceeds under each policy of insurance with respect to Collateral shall be payable to Agent or Collateral Agent constituting insurance and (without duplication) the proceeds or condemnation proceeds (pursuant under each general liability policy and each excess liability policy up to the Mortgage amount necessary to reimburse Agent for any out-of-pocket losses, claims, damages and related expenses actually suffered by Agent as a result of its relationship with Obligors under the Credit Documents shall be payable to Agent, provided, however, that, if no Event of Default has occurred and is continuing, (a) any proceeds of insurance for Collateral (other than proceeds from general liability, workers’ compensation or First MortgageD&O insurance) shall be applied in accordance with the terms of the applicable Mortgage deposited into a Springing Dominion Account (if no Cash Dominion Trigger Event then exists) or First Mortgage. The insurance requirements set forth herein into a Dominion Account (if a Cash Dominion Trigger Event then exists), and (b) if no Cash Dominion Trigger Event then exists, such proceeds may be satisfied through blanket used by Obligors in the Ordinary Course of Business, including the replacement of Collateral. Proceeds from any business interruption insurance obtained and maintained may be used by MPNObligors in the Ordinary Course of Business.

Maintenance of Insurance. The Borrower shall(a) Maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and shall ------------------------ cause each of its Subsidiaries toother risks, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including firein amounts, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, with endorsements and with reputable and financially sound insurersinsurers (with a Best’s Financial Strength Rating of at least A+, including self-insurance to the extent customary. At the request of unless otherwise approved by the Administrative Agent, at the direction of the Required Lenders, in their discretion) satisfactory to the Administrative Agent, at the direction of the Required Lenders. All proceeds under each policy covering Collateral shall be payable to the Administrative Agent as a lender loss payee. From time to time upon request, the Borrower shall deliver to the Administrative Agent certificates the originals or certified copies of its insurance signed by policies. Unless the Borrower's independent insurance broker describing and certifying as Administrative Agent, at the direction of the Required Lenders, shall agree otherwise, each policy shall include satisfactory endorsements that (i) provide for not less than 30 days’ prior notice to the existence Administrative Agent of the termination, lapse or cancellation of such insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force (ii) with respect to insurance covering Collateral, name the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Administrative Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgagepayee, and (iii) specify that the interest of the Administrative Agent shall not be impaired or invalidated by any act or negligence of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If the Borrower fails to provide that and pay for any insurance, the Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrower therefor. The Borrower agrees to deliver to the Administrative Agent, promptly as rendered, copies of all reports made to insurance companies. While no cancellation Event of such policies Default exists, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Administrative Agent shall be effective until authorized to settle, adjust and compromise such claims; and (b) in addition to the insurance required under clause (a) with respect to Collateral, maintain insurance with insurers (with a Best’s Financial Strength Rating of at least thirty (30) days after receipt A+, unless otherwise approved by the Administrative Agent in its discretion) satisfactory to the Administrative Agent, at the direction of written notice the Required Lenders, with respect to the properties and business of the Loan Parties, of such cancellation type (including product liability, workers’ compensation, larceny, embezzlement, or change. Any monies received by other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are at the Administrative Agent or Collateral Agent constituting time of placing such insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained customary for companies similarly situated and maintained by MPNwhich are available at commercially reasonable rates.

Maintenance of Insurance. The Borrower shallSeller shall continue to maintain, for Seller and shall ------------------------ cause its Subsidiaries, with responsible companies, at its own expense, the Required Insurance Policy, in each case, in a form acceptable to Buyer, with broad coverage on all officers, employees or other persons (if applicable, including, without limitation, employees or other person of its Subsidiaries tothe Manager or the General Partner who act on behalf of Seller in handling funds, insure its properties and assets against loss money, documents or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance papers relating to the extent customary. At the request of the Administrative AgentPurchased Assets) (“Seller Employees”) acting in any capacity requiring such persons to handle funds, the Borrower shall deliver money, documents or papers relating to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force Purchased Assets, with respect to any claims made in connection with all or any portion of the BorrowerPurchased Assets. Such Any such Required Insurance Policy shall protect and insure the Seller against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Seller Employees, and such policies also shall protect and insure the Seller against losses in connection with the release or satisfaction of insurance a Purchased Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 13(e) requiring such Required Insurance Policy shall contain special endorsements, which shall (i) specify diminish or relieve the Collateral Agent Seller from its duties and obligations as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of set forth in this Agreement. The minimum coverage under any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds Required Insurance Policy shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least equal to the Required Insurance Amount as set forth on the Addendum. Seller shall not cause the Required Insurance Policy to be terminated or materially modified without providing thirty (30) days after receipt by the Administrative Agent of days’ prior written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage Buyer. Seller shall name Buyer as a loss payee under any applicable Fidelity Insurance Policy and as a direct loss payee with right of action under any applicable Errors and Omissions Insurance Policy or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNProfessional Liability Insurance Policy.

Maintenance of Insurance. The Borrower shallSeller shall continue to maintain, for Seller and its Subsidiaries, with responsible companies, at its own expense, the Required Insurance Policy, in each case, in a form acceptable to Buyer, with broad coverage on all officers, employees or other persons (if applicable, including, without limitation, employees or other person of the Manager or the General Partner who act on behalf of Seller in handling funds, money, documents or papers relating to the Purchased Assets) (“Seller Employees”) acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Purchased Assets, with respect to any claims made in connection with all or any portion of the Purchased Assets. Any such Required Insurance Policy shall protect and insure the Seller against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Seller Employees, and such policies also shall ------------------------ cause each protect and insure the Seller against losses in connection with the release or satisfaction of a Purchased Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 13(e) requiring such Required Insurance Policy shall diminish or relieve the Seller from its Subsidiaries to, insure its properties duties and assets against loss or damage by fire and obligations as set forth in this Agreement. The minimum coverage under any such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance Required Insurance Policy shall be at least equal to the extent customaryRequired Insurance Amount as set forth on the Addendum. At Upon the request of the Administrative AgentBuyer, the Borrower Seller shall deliver cause to be delivered to the Administrative Agent certificates Buyer a certificate of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents for such Required Insurance Policy and a summary schedule indicating all insurance then statement from the insurer that such Required Insurance Policy shall in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach no event be terminated or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least materially modified without thirty (30) days after receipt by the Administrative Agent of days’ prior written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage Buyer. Seller shall name Buyer as a loss payee under any applicable Fidelity Insurance Policy and as a direct loss payee with right of action under any applicable Errors and Omissions Insurance Policy or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNProfessional Liabilit y Insurance Policy.

Maintenance of Insurance. The Borrower shallMaintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and shall ------------------------ cause each other risks, in amounts, with endorsements and with financially sound and reputable insurers of its Subsidiaries tosuch types, insure its properties on such terms and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties (including deductibles, co-insurance and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to insurance, if adequate reserves are maintained with respect thereto) as is customary in the extent customarycase of entities of established reputations engaged in the same or a similar business and similarly situated. At In connection with the request delivery of the Administrative Agentfinancial statements under Section 6.1(a), the Borrower shall deliver to the Administrative Agent certificates evidencing its insurance policies. Unless the Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements that (i) provide for not less than 30 days prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance signed by (10 days prior notice in connection to the Administrative Agent of termination, lapse or cancellation due to non-payment) and (ii) with respect to insurance covering Collateral, name the Administrative Agent as loss payee. If the Borrower fails to provide and pay for any insurance, the Administrative Agent may, within 5 days after providing notice to the Borrower's independent , at its option, but shall not be required to, procure the insurance broker describing and certifying as charge the Borrower therefor. The Borrower agrees to deliver to the existence Administrative Agent, promptly as rendered, copies of all reports made to insurance companies. Unless an Event of Default has occurred and is continuing, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. Unless an Event of Default has occurred and is continuing, the Administrative Agent shall be authorized to settle, adjust and compromise such claims. In addition to the insurance on the Collateral required under clause (a) with respect to be maintained by this Agreement Collateral, maintain insurance with financially sound and other Loan Documents and a summary schedule indicating all insurance then in force reputable insurers, with respect to the Borrower. Such policies properties and business of insurance shall contain special endorsementsthe Loan Parties, which shall (i) specify the Collateral Agent as additional insuredof such type, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policiesamounts, and with such coverages and deductibles as are at the time of placing such insurance customary for companies similarly situated engaged in similar businesses and which are available at commercially reasonable rates. Compliance with Laws. Comply in all material respects with the requirements of all Laws (iiincluding Anti-Terrorism Laws) provideand all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall failure to comply (other than failure to comply with Anti-Terrorism Laws) therewith could not reasonably be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant expected to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNhave a Material Adverse Effect.

Maintenance of Insurance. The Each Borrower shall, and each other Credit Party shall ------------------------ cause each maintain at all times insurance on all of its Subsidiaries to, insure its their respective properties and assets against loss or damage by fire covering the repair and full replacement costs of all such property on an all risk basis (including the perils of wind/hail, storms, including named storms, flood and earthquake, as applicable) and coverage for business interruption and professional liability, comprehensive general liability and excess liability/umbrella insurance with financially sound and reputable insurance companies, in such reasonable amounts including deductibles and covering such insurable risks as are at all times reasonably satisfactory to Administrative Agent and with respect to coverage limits, the limits and coverages as in effect on the Closing Date (the “Required Insurance”). All policies relating to Required Insurance are to be in form and detail and contain such other insurable hazards provisions as Administrative Agent reasonably may require to fully protect Administrative Agent’s and Lenders’ interest in the Collateral and to any payments to be made under such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public policies. All professional and general liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurersinsurance policies, including self-insurance umbrella/excess policies, relating to the extent customary. At the request of the Required Insurance shall name Administrative Agent, on behalf of itself and the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying Lenders, as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as an “additional insured,” including a separation of insureds clause and all property insurance policies relating to Required Insurance shall name Administrative Agent, mortgagee on behalf of itself and lender the Lenders, as lender’s loss payee as its interests may appearpayee. Each loss payable endorsement in favor of Administrative Agent, regardless on behalf of any breach or violation by itself and the Borrower or its applicable subsidiary of any warrantiesLenders, declarations or conditions contained in such policies, shall provide (iix) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least for not less than thirty (30) days after receipt by the prior written notice to Administrative Agent of the exercise of any right of cancellation or material alteration and (y) that Administrative Agent’s, on behalf of itself and the Lenders, right to payment under any property insurance policy will not be invalidated by any act or neglect of, or any breach of warranty or condition by, Borrowers (or any of them) or any other party. Administrative Agent shall not be responsible for premiums, warranties or representations to insurance companies. If an Event of Default shall have occurred and remain outstanding, Administrative Agent shall have the sole right, in the name of Administrative Agent, on behalf of itself and the Lenders, or Borrowers (or any of them), to file claims under any insurance policies, to receive, receipt and give acquittances for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. In the event any Borrower or any other Credit Party fails to provide Administrative Agent with evidence of the Required Insurance in the manner set forth in this Section 5.4, Administrative Agent (for the benefit of itself and the Lenders) may, following three (3) days’ written notice of such cancellation or change. Any monies received by to Borrower Representative, purchase insurance at Borrowers’ expense to protect Administrative Agent’s and the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to Lenders’ interests in the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First MortgageCollateral. The insurance requirements purchased by Administrative Agent (for the benefit of itself and the Lenders) may, but need not, protect Borrowers’ interests in the Collateral, and therefor such insurance may not pay any claim that any Borrower may make or any claim that is made against any Borrower in connection with the Collateral. Borrowers may later request that Administrative Agent cancel any insurance purchased by Administrative Agent, but only after providing Administrative Agent with satisfactory evidence that Borrowers have the Required Insurance. If Administrative Agent purchases insurance covering all or any portion of the Collateral, Borrowers shall be responsible for the costs of such insurance, including interest (at the applicable rate set forth herein hereunder for Revolving Loans) and other charges accruing on the purchase price thereof, until the effective date of the cancellation or the expiration of the insurance, and Administrative Agent may add all of such costs, interest and other charges to the Obligations. The costs of the premiums of any insurance purchased by Administrative Agent may exceed the costs of insurance that Borrowers may be satisfied through blanket insurance obtained and maintained by MPNable to purchase on their own.

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as against which such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors risks, and omissions) in such amounts amounts, as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as shall be reasonably satisfactory to the Agent. At For policies which cover insured entities in addition to the request of Borrower and the Administrative Agentother Loan Parties, the policies shall provide that the required limits per occurrence will continue to be in effect for the Borrower and the other Loan Parties notwithstanding losses which may occur with respect to such other Persons. The Loan Parties shall deliver to the Administrative Agent certificates (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the all insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, including business interruption insurance in an amount of $50,000,000 or more in the aggregate among all Loan Parties, together with a copy of the endorsements described in the next sentence attached to such certificate and (y) at the request of the Agent, from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance reasonably acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide, except in the case provide a waiver of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms any right of the applicable Mortgage insurers to set off or First Mortgagecounterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder, including the Indebtedness evidenced by the Notes, and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full, (iiiv) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vi) provide that no cancellation of such policies for any reason (other than non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, and that no cancellation of such policies for nonpayment of premium shall be effective until at least ten (10) days after receipt by the Collateral Agent of written notice of such cancellation, (vii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (viii) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. The contingent business interruption insurance required hereunder shall include without limitation coverage in respect of outages at power plants serviced under any material Coal Supply Contract, so long as such outage is the result of an insured event. The applicable Loan Parties shall notify the Agent and each Bank promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. With respect to any casualty or property insurance for damage or destruction of any Collateral, such losses may be adjusted by and be payable to the Loan Parties if no Event of Default shall have occurred and be continuing and either (i) the Loan Parties promptly certify in writing to the Agent and Bank that the proceeds shall be used for the repair, restoration and/or replacement of property in respect of which such proceeds were received and continue such course of action or (ii) the amount of the proceeds from the losses is $500,000 or less. Any and all proceeds for losses not addressed in the preceding sentence shall be, at the option of the Agent, and upon notice thereof to the Borrower, adjusted by and payable to the Agent. Any monies received by the Administrative Agent or Collateral Agent in accordance with the preceding sentence constituting insurance proceeds or condemnation proceeds (pursuant to any of the Mortgage or First MortgageMortgages) shall may, at the option of the Agent, (i) be applied in accordance with to the terms pro rata payment of the Notes, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPN.the Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received

Maintenance of Insurance. The Borrower shallBorrower, at its expense, shall keep and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets maintain the Collateral insured against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coveragetheft, property damageexplosion, worker's compensationsprinklers, and all other hazards and risks ordinarily insured against by other owners who use such properties in businesses for the full insurable replacement value thereof. Borrower shall also keep and maintain business interruption insurance and public liability and business interruption insurance) property damage insurance relating to Borrower's ownership and against use of the Collateral and its other risks (including errors assets. All such policies of insurance shall be in such form, with such companies and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance may be satisfactory to the extent customaryAgent. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates certified copies of such policies of insurance signed and, upon Agent's request, evidence of the payments of all premiums therefor. All such policies of insurance except those of public liability and those relating to property damage caused by the Borrower or Borrower's independent agents and employees shall contain an endorsement in a form satisfactory to Agent showing Agent, on behalf of Xxxxxxx, as an additional insured thereunder, with a waiver of warranties thereof, and all proceeds payable thereunder shall be payable to Agent, on behalf of Lenders, and, upon receipt by Agent, shall be applied on the account of the Obligations. To secure the payment of the Obligations, Borrower grants Agent, on behalf of Xxxxxxx, a security interest in and to all such policies of insurance broker describing relating to the Collateral and certifying as the proceeds thereof, and Borrower shall direct all insurers under such policies of insurance relating to the Collateral to pay all proceeds thereof directly to Agent, on behalf of Lenders. Borrower hereby irrevocably appoints Agent, on behalf of Xxxxxxx (acting through any of Agent's officers, employees or agents designated by Agent) to act, during the existence of an Event of Default, as Xxxxxxxx's attorney in fact for the purpose of making, settling, and adjusting claims under such policies of insurance relating to the Collateral, endorsing the name of Borrower on any check, draft, instrument or other item of payment for the Collateral required to be maintained by this Agreement proceeds of such policies of insurance and other Loan Documents for making all determinations and a summary schedule indicating all insurance then in force decisions with respect to such policies of insurance. Absent the Borrowerexistence of an Event of Default, Borrower shall have the right to make, settle and adjust any and all claims under such policies of insurance; PROVIDED, HOWEVER, that Borrower shall not legally conclude the settlement or adjustment of any claim in excess of Two Hundred Fifty Thousand Dollars ($250,000) without first obtaining the written consent of Agent. Such Borrower will not cancel any of such policies without Agent's prior written consent. Each such insurer shall agree by endorsement upon the policy or policies of insurance issued by it to Borrower as required above, or by independent instruments furnished to Agent, that it will give Agent at least ten (10) days' written notice before any such policy or policies of insurance shall contain special endorsementsbe altered or cancelled, which and that no act or default of Borrower, or any other Person, shall (i) specify affect the Collateral right of Agent as additional insuredto recover under such policy or policies of insurance required above or to pay any premium in whole or in part relating thereto. If Borrower fails to obtain such policy or policies of insurance, mortgagee Agent may, without waiving or releasing any Obligations or Default, but shall have no obligation to do so, obtain and lender loss payee as its interests may appear, regardless maintain such policies of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurancepay such premiums and take any other action with respect to such policies which Agent deem advisable. All sums so disbursed by Agent, that all insurance proceeds as well as reasonable attorneys' fees, court costs, expenses, and other charges relating thereto, shall be adjusted a part of the Obligations and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNon demand.

Maintenance of Insurance. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by Bank. At the request of the Administrative AgentBank, the Borrower shall deliver to Bank (x) on the Administrative Agent certificates Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, in form and substance acceptable to Bank, which shall (i) specify the Collateral Agent Bank as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of Borrower and not that of the insured, (ii) provide that the interest of Bank shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies or any action or inaction of Borrower or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $500,000 shall be adjusted with and payable in accordance to Borrower and that all insurance proceeds for losses of $500,000 or more shall be adjusted with and payable to Bank, (vi) include effective waivers by the terms insurer of the applicable Mortgage or First Mortgageall claims for insurance premiums against Bank, and (iiivii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.such

Maintenance of Insurance. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss shall maintain (with insurance companies of recognized financial responsibility) or damage by fire and such other insurable hazards as such assets are commonly insured cause to be maintained (including fire, extended coverage, through self-insurance) insurance with respect to their property damage, worker's compensation, public liability and business interruption insurance) against such liabilities and against other risks (including errors and omissions) risks, in such types and amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including such deductibles or self-insurance risk retentions, in each case as are in accordance with customary industry practice for companies engaged in similar businesses operating in the same or similar locations as the Borrower and its Subsidiaries (taken as a whole); provided, however, that in the event that any improved real property (other than any Excluded Property) owned by a Loan Party is subject to a Mortgage and is located in any area that has been designated by the Federal Emergency Management Agent as a “Special Flood Hazard Area”, such Loan Party shall purchase and maintain, or cause to be purchased and maintained, flood insurance on such real property subject to a Mortgage and deliver flood certifications and evidence of such flood insurance (and, if applicable, FEMA form acknowledgements of insurance), in each case in form and substance reasonably satisfactory to the extent customaryAdministrative Agent. At The loss payable clauses or provisions in (a) the request applicable property loss policies insuring any of the Collateral shall be endorsed in favor of and made payable to the Administrative Agent, for the Borrower shall deliver benefit of the Secured Parties, as a “lender loss payee” or other formulation acceptable to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First MortgageAgent, and (iiib) each of the Borrower’s comprehensive and general liability policies and well control and gradual pollution policies (to the extent in existence) shall name the Administrative Agent, for the benefit of the Secured Parties, as “additional insured”. Such insurance described in clauses (a) and (b) of the preceding sentence shall provide that no cancellation of such policies thereof shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice thereof (or ten (10) days in the case of cancellation for non-payment of premiums). Upon the reasonable request of the Administrative Agent from time to time, the Borrower shall deliver to the Administrative Agent information in reasonable detail as to the Borrower’s and its Subsidiaries’ insurance then in effect, stating the names of the insurance companies, the amounts of insurance, the dates of the expiration thereof and the properties and risks covered thereby. In the event the Borrower or any other Loan Party at any time shall fail to obtain or maintain any of the insurance required herein, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such cancellation or changepolicies of insurance and pay premiums and take any other action with respect thereto which the Administrative Agent deems advisable. Any monies received All sums so disbursed by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms constitute part of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNObligations, payable as provided in this Agreement.

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage by fire shall cause to be procured and such other insurable hazards as such assets are commonly insured (including firemaintained continuously in effect with financially sound and reputable insurance companies, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) insurance in such amounts and against such risks and liabilities as are customarily maintained by companies engaged in the same or similar properties businesses (including, as applicable, oil and assets are insured by prudent companies gas exploration and production companies), operating in the same or similar circumstances carrying on similar businesseslocations and as otherwise reasonably satisfactory to the Administrative Agent. In addition, the Borrower shall, and shall cause each of its Subsidiaries to, comply with reputable all requirements regarding insurance contained in the Security Instruments. (b) All copies of policies (which copies must be certified by a Responsible Officer of the Borrower) or certificates thereof, and financially sound insurers, including self-endorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance to shall either have attached thereto a Lender’s loss payable endorsement for the extent customary. At the request benefit of the Administrative Agent, the Borrower shall deliver as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a copy certified by a Responsible Officer of the Borrower of all policies of insurance required. All policies or certificates of insurance signed by shall set forth the Borrower's independent insurance broker describing and certifying as to coverage, the existence limits of liability, the name of the insurance on carrier, the Collateral required to be maintained by this Agreement policy number, and other Loan Documents and a summary schedule indicating the period of coverage. In addition, all insurance then in force with respect to the Borrower. Such policies of insurance required under the terms hereof shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of such policy notwithstanding any act of ordinary civil negligence of the applicable Mortgage Borrower, or First Mortgagea Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in a forfeiture of the insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower and (iii) provide that no cancellation of its Subsidiaries. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be effective until canceled, allowed to lapse without renewal or surrendered or amended in a way that materially reduces the scope or limits of coverage) without at least thirty 30 days’ prior written notice to the Administrative Agent. (30c) days after receipt by If the Borrower or any Subsidiary suffers a casualty event or other loss of Property having a fair market value in an aggregate amount equal to or exceeding $10,000,000, then the Administative Agent and the Lenders shall have the right to redetermine the Borrowing Base and the Conforming Borrowing Base in accordance with Section 2.02. (d) After the occurrence and during the continuance of an Event of Default, (i) all proceeds of insurance, including any casualty insurance proceeds, property insurance proceeds, proceeds from actions, and any other proceeds, shall be paid directly to the Administrative Agent of written notice of such cancellation or change. Any monies received by and if necessary, assigned to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant Agent, to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.with

Maintenance of Insurance. The Borrower shall(a) Maintain insurance on all insurable tangible Property against fire, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire casualty and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's coverage and workmen’s compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts amounts, with such deductibles and with such insurers (rated “A” or better by “A.M. Best’s Insurance Reports”) as similar properties are customarily used by companies operating in the same industry as Borrower and assets are insured its Subsidiaries and acceptable to the Administrative Agent. Prior to the Closing Date, Borrower shall furnish the Administrative Agent with a schedule of all such insurance prepared by prudent companies in similar circumstances carrying on similar businessestheir insurance broker, and certificates of insurance with reputable respect thereto (including the text of the lender’s loss payable clause in favor of the Administrative Agent required below), or such other evidence of insurance as the Administrative Agent may reasonably require. Within five (5) Banking Days of written request therefor, Borrower shall furnish to Administrative Agent copies of each policy of insurance so requested. In the event Borrower fails to procure or cause to be procured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, the Administrative Agent may do so for Borrower but Borrower shall continue to be liable for the same. All casualty insurance policies shall contain standard lender’s loss payable clauses issued in favor of the Administrative Agent (on behalf of the Lenders) indicating that the Administrative Agent is sole lender loss payee, under which all losses thereunder shall be paid to the Administrative Agent (on behalf of the Lenders) as the Administrative Agent’s interest may appear. Such policies shall expressly provide that the requisite insurance cannot be canceled without thirty (30) days prior written notice to the Administrative Agent and financially sound insurersshall insure the Administrative Agent notwithstanding the act or neglect of Borrower or any of its Subsidiaries. Borrower hereby appoints the Administrative Agent as its attorney-in-fact, including self-insurance exercisable at the Administrative Agent’s option only during the occurrence and continuance of an Event of Default, and only to the extent customarythe Obligations (other than Unmatured Surviving Obligations) are outstanding, to endorse any check which may be payable to Borrower and to file proofs of loss with respect to any insurance claims, in order to collect the proceeds of such insurance and any amount or amounts collected by the Administrative Agent pursuant to the provisions of this paragraph may be applied by the Administrative Agent to the Obligations. At the request of Borrower further covenants that all insurance premiums due and owing under its current casualty policies have been paid. Borrower also agrees to notify the Administrative Agent, the Borrower shall promptly, upon any receipt of a notice of termination, cancellation, or non-renewal from its insurance company of any such policy. (b) Maintain, and deliver to the Administrative Agent certificates of upon the Administrative Agent’s request evidence of, public liability, products liability and business interruption insurance signed by the Borrower's independent insurance broker describing and certifying in such amounts as are reasonably acceptable to the existence Administrative Agent, but in any event not more than are customary for companies in the same or similar businesses located in the same or similar area. The Administrative Agent (on behalf of the insurance on the Collateral required to Lenders) shall be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force named as additional insured with respect to the Borrowerall such liability insurance. Such policies of The foregoing insurance shall contain special endorsements, which shall be obtained from such insurers (irated “A” or better by “A.M. Best’s Insurance Reports”) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation are customarily used by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except companies operating in the case of public liability insurance same industry as Borrower and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage its Subsidiaries or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by reasonably acceptable to the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent.

Maintenance of Insurance. The Borrower shall, Each Loan Party shall and shall ------------------------ cause each of its Subsidiaries toto maintain, insure its with financially sound and reputable insurance companies not Affiliates of any Loan Party, insurance with respect to their respective properties and assets businesses against loss or damage by fire (including, without limitation, (1) business interruption, data breach and such other insurable hazards as such assets are commonly insured (including fire, extended cyber policy liability coverage, property damageand (2) flood insurance with respect to any Real Property located in any area identified by FEMA (or any successor agency) as a Special Flood Zone with such providers, worker's compensation, public liability on such terms and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties required pursuant to the Flood Disaster Protection Act and assets the National Flood Insurance Act of 1968, and all applicable rules and regulations ​ promulgated thereunder, or as otherwise required by Administrative Agent or any Lender (but no less than the full insurable value of such Mortgaged Property or, if available, the "Probable Maximum Loss" as calculated by a reputable engineer)) of the kinds customarily insured against by Persons engaged in a Related Business, of such types and in such amounts as are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons. Subject to Section 6.19, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the all property policies shall have a lender's loss payable endorsement showing Administrative Agent, for the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence ratable benefit of the insurance Lending Parties, as sole loss payee (except for the other Agent), and all liability policies shall show Administrative Agent, on behalf of the Collateral required Lending Parties, or have endorsements showing Administrative Agent, on behalf of the Lending Parties, as an additional insured. Subject to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of Section 6.19, business interruption insurance shall contain special endorsementsbe assigned as collateral security to Administrative Agent, which shall (i) specify for the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms ratable benefit of the applicable Mortgage Lending Parties. All policies (or First Mortgage, the loss payable and (iiiadditional insured endorsements) shall provide that no cancellation the insurer shall give Administrative Agent, on behalf of such policies shall be effective until the Lending Parties, at least thirty (30) days after receipt by days' notice before canceling, amending, or declining to renew its policy and ten (10) days' notice of any non-payment of premiums. At any Lending Party's request, Xxxxxxxxx shall deliver copies of all of the insurance policies of Loan Parties and their Subsidiaries certified as complete and correct copies and that such insurance is in full force and effect. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right, at its election, in the name of written notice any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such cancellation insurance policy. If any Loan Party fails to obtain insurance as required under this Section 6.07 or change. Any monies received by the to pay any amount or furnish any required proof of payment to third persons and Lenders, Administrative Agent or Collateral Lenders may make all or part of such payments or obtain such insurance policies required in this Section 6.07 and take any action under the policies that Lenders and Administrative Agent constituting insurance proceeds deem necessary or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNprudent.

Maintenance of Insurance. The Borrower shall, (a) Maintain in full force and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured effect insurance (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability insurance and business interruption insurance) and against other risks (including errors and omissions) with insurers rated A or better by Best Rating Guide, in such amounts as similar properties amounts, covering such risks and assets are insured by prudent companies in similar circumstances carrying on similar businesses, liabilities and with reputable and financially sound insurers, including such deductibles or self-insurance retentions as are deemed sufficient for the Consolidated Parties by the management of the Borrower and the General Partner in the exercise of reasonable business judgment and acceptable to the extent customaryRequired Lenders. At The Control Agent, for the request benefit of the Administrative Agent and the ABL Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, the Borrower shall deliver to that it will give the Administrative Agent certificates thirty (30) days prior written notice before any such policy or policies shall be altered or canceled. (b) In the event that the Consolidated Parties receive Net Cash Proceeds on account of insurance signed by any Involuntary Dispositions of Priority Collateral, the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which Parties shall (i) specify within the Collateral Agent as additional insuredapplicable Application Period, mortgagee and lender loss payee as its interests may appearapply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Involuntary Disposition to (A) make Eligible Reinvestments (including but not limited to the repair or replacement of the related Property), regardless of any breach or violation by (B) prepay the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable Credit Facilities in accordance with the terms of Section 2.04(b)(iii)(B) and (ii) pending final application of the Net Cash Proceeds of any Disposition of Priority Collateral to Eligible Reinvestments, deposit such proceeds (in excess of amounts already applied toward Eligible Reinvestments) in the PP&E Deposit Account; provided, however, that such Person shall not undertake replacement or restoration of such Property unless (1) after giving effect to any Funded Indebtedness to be incurred in connection with such replacement or restoration, on a Pro Forma Basis as of the most recent fiscal quarter end preceding the date of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by Involuntary Disposition with respect to which the Administrative Agent of written notice of such cancellation or change. Any monies has received by the Required Financial Information, the Loan Parties would be in compliance with the financial covenant set forth in Section 8.16 (as demonstrated in a Pro Forma Compliance certificate delivered to the Administrative Agent or Collateral Agent constituting no less than five Business Days prior to the incurrence of such Indebtedness) and (2) the Borrower shall have demonstrated that it has sufficient liquidity to maintain its business operations, as determined by the Required Lenders. All insurance proceeds or condemnation proceeds (pursuant shall be subject to the Mortgage or First Mortgage) shall be applied in accordance with the terms security interest of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAdministrative Agent (for the ratable benefit of the Lenders) under the Collateral Documents.

Maintenance of Insurance. The Borrower shall(a) Maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and shall ------------------------ cause each of its Subsidiaries toother risks, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including firein amounts, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, with endorsements and with reputable and financially sound insurersinsurers (with a Best’s Financial Strength Rating of at least A+, including self-insurance to the extent customary. At the request of unless otherwise approved by the Administrative Agent, at the direction of the Required Lenders, in their discretion) satisfactory to the Administrative Agent, at the direction of the Required Lenders. All proceeds under each policy covering Collateral shall be payable to the Administrative Agent as a lender loss payee. From time to time upon request, the Borrower shall deliver to the Administrative Agent certificates the originals or certified copies of its insurance signed by policies. Unless the Borrower's independent insurance broker describing and certifying as to Administrative Agent, at the existence direction of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance Required Lenders, shall contain special endorsementsagree otherwise, which each policy shall include satisfactory endorsements that (i) specify provide for not less than 30 days’ prior notice to the Collateral Administrative Agent as additional insuredof termination, mortgagee and lender loss payee as its interests may appear, regardless lapse or cancellation of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policiesinsurance, (ii) providewith respect to insurance covering Collateral, except in name the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First MortgageAdministrative Agent as loss payee, and (iii) specify that the interest of the Administrative Agent shall not be impaired or invalidated by any act or negligence of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If the Borrower fails to provide that and pay for any insurance, the Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrower therefor. The Borrower agrees to deliver to the Administrative Agent, promptly as rendered, copies of all reports made to insurance companies. While no cancellation Event of such policies Default exists, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, subject to the Intercreditor Agreement, only the Administrative Agent shall be effective until authorized to settle, adjust and compromise such claims; and (b) in addition to the insurance required under clause (a) with respect to Collateral, maintain insurance with insurers (with a Best’s Financial Strength Rating of at least thirty (30) days after receipt A+, unless otherwise approved by the Administrative Agent in its discretion) satisfactory to the Administrative Agent, at the direction of written notice the Required Lenders, with respect to the properties and business of the Loan Parties, of such cancellation type (including product liability, workers’ compensation, larceny, embezzlement, or change. Any monies received by other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are at the Administrative Agent or Collateral Agent constituting time of placing such insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained customary for companies similarly situated and maintained by MPNwhich are available at commercially reasonable rates.

Maintenance of Insurance. The Borrower shallBorrower, at its expense, shall keep and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets maintain the Collateral insured against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coveragetheft, property damageexplosion, worker's compensationsprinklers, and all other hazards and risks ordinarily insured against by other owners who use such properties in businesses for the full insurable replacement value thereof. Borrower shall also keep and maintain business interruption insurance and public liability and business interruption insurance) property damage insurance relating to Borrower’s ownership and against use of the Collateral and its other risks (including errors assets. All such policies of insurance shall be in such form, with such companies and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance may be satisfactory to the extent customaryAgent. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates certified copies of such policies of insurance signed and, upon Agent’s request, evidence of the payments of all premiums therefor. All such policies of insurance except those of public liability and those relating to property damage caused by Borrower or Borrower’s agents and employees shall contain an endorsement in a form satisfactory to Agent showing Agent, on behalf of Lenders, as an additional insured thereunder, with a waiver of warranties thereof, and all proceeds payable thereunder shall be payable to Agent, on behalf of Lenders, and, upon receipt by Agent, shall be applied on the Borrower's independent account of the Obligations. To secure the payment of the Obligations, Borrower grants Agent, on behalf of Lenders, a security interest in and to all such policies of insurance broker describing relating to the Collateral and certifying as the proceeds thereof, and Borrower shall direct all insurers under such policies of insurance relating to the Collateral to pay all proceeds thereof directly to Agent, on behalf of Lenders. Borrower hereby irrevocably appoints Agent, on behalf of Lenders (acting through any of Agent’s officers, employees or agents designated by Agent) to act during the existence of an Event of Default, as Borrower’s attorney in fact for the purpose of making, settling, and adjusting claims under such policies of insurance relating to the Collateral, endorsing the name of Borrower on any check, draft, instrument or other item of payment for the Collateral required to be maintained by this Agreement proceeds of such policies of insurance and other Loan Documents for making all determinations and a summary schedule indicating all insurance then in force decisions with respect to such policies of insurance. Absent the Borrowerexistence of an Event of Default, Borrower shall have the right to make, settle and adjust any and all claims under such policies of insurance; provided, however, that Borrower shall not legally conclude the settlement or adjustment of any claim in excess of $500,000 without first obtaining the written consent of Agent. Such Borrower will not cancel any of such policies without Agent’s prior written consent. Each such insurer shall agree by endorsement upon the policy or policies of insurance issued by it to Borrower as required above, or by independent instruments furnished to Agent, that it will give Agent at least 10 days’ written notice before any such policy or policies of insurance shall contain special endorsementsbe altered or cancelled, which and that no act or default of Borrower, or any other Person, shall (i) specify affect the Collateral right of Agent as additional insuredto recover under such policy or policies of insurance required above or to pay any premium in whole or in part relating thereto. If Borrower fails to obtain such policy or policies of insurance, mortgagee Agent may, without waiving or releasing any Obligations or Default, but shall have no obligation to do so, obtain and lender loss payee as its interests may appear, regardless maintain such policies of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurancepay such premiums and take any other action with respect to such policies which Agent deems advisable. All sums so disbursed by Agent, that all insurance proceeds as well as reasonable attorneys’ fees, court costs, expenses, and other charges relating thereto, shall be adjusted a part of the Obligations and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNon demand.

Maintenance of Insurance. (i) The Borrower Borrowers shall, and shall ------------------------ cause each of its Subsidiaries the Guarantors to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire companies, associations or organizations reasonably satisfactory to the Administrative Agents covering such casualties, risks, perils, liabilities and such other insurable hazards as such assets are commonly insured reasonably required by the Administrative Agents. (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insuranceii) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesAll certified copies of policies or certificates thereof, and with reputable endorsements and financially sound insurers, including self-insurance renewals thereof shall be delivered to the extent customary. At the request of and retained by the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such All policies of insurance shall contain special endorsementseither have attached thereto a Lender's Loss Payable Endorsement for the benefit of the applicable Administrative Agent, which as loss payee in form reasonably satisfactory to the Administrative Agents or shall (i) specify the Collateral name such Administrative Agent as an additional insured, mortgagee as applicable. The Borrowers shall furnish the Administrative Agents with a certificate of insurance or a certified copy of all policies of insurance required. All policies or certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the policy number, and lender loss payee as its interests may appearthe period of coverage. In addition, regardless all policies of any breach insurance required under the terms hereof shall contain an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of such policy notwithstanding any act of negligence of the applicable Mortgage Borrowers, or First Mortgagea Guarantor or any party holding under the Borrowers or a Guarantor which might otherwise result in a forfeiture of the insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrowers and (iii) provide that no cancellation of the Guarantors. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrowers, the Guarantors, and the applicable insurance company, such policies will not be effective until canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least thirty (30) days after receipt by 30 days' prior written notice to the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgents.

Maintenance of Insurance. The Borrower shallSeller shall continue to maintain, for Seller and its Subsidiaries, with responsible companies, at its own expense, the Required Insurance Policy, in each case, in a form acceptable to Buyer, with broad coverage on all officers, employees or other persons (if applicable, including, without limitation, employees or other person of the Manager or the General Partner who act on behalf of Seller in handling funds, money, documents or papers relating to the Purchased Assets) (“Seller Employees”) acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Purchased Assets, with respect to any claims made in connection with all or any portion of the Purchased Assets. Any such Required Insurance Policy shall protect and insure the Seller against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Seller Employees, and such policies also shall ------------------------ cause each protect and insure the Seller against losses in connection with the release or satisfaction of a Purchased Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 13(e) requiring such Required Insurance Policy shall diminish or relieve the Seller from its Subsidiaries to, insure its properties duties and assets against loss or damage by fire and obligations as set forth in this Agreement. The minimum coverage under any such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance Required Insurance Policy shall be at least equal to the extent customaryRequired Insurance Amount as set forth on the Addendum. At Upon the request of the Administrative AgentBuyer, the Borrower Seller shall deliver cause to be delivered to the Administrative Agent certificates Buyer a certificate of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsementsfor such Required Insurance Policy, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, not have an expiration date that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least is less than thirty (30) days after receipt by the Administrative Agent of written notice date of such cancellation certificate. Seller shall name Buyer as a loss payee under any applicable Fidelity Insurance Policy and as a direct loss payee with right of action under any applicable Errors and Omissions Insurance Policy or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNProfessional Liability Insurance Policy.

Maintenance of Insurance. The Subject to the provisions below with respect to DEIL's insurance, each Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent according to industry practices for companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Collateral Agent. At the request of the Administrative Collateral Agent, the Borrower Borrowers shall deliver to the Administrative Collateral Agent certificates and each of the Lenders (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Borrowers' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerBorrowers. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Collateral Agent, which shall (i) specify the Agent and the Collateral Agent, for the benefit of the Agent, Collateral Agent and the Lenders, as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the Borrowers and not that of the insured, (ii) provide that the interest of the Agent and the Collateral Agent, for the benefit of the Agent, Collateral Agent and the Lenders, shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Borrowers of any warranties, declarations or conditions contained in such policies or any action or inaction of the Borrowers or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Revolving Credit Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $25,000.00, in the aggregate shall, so long as no Potential Default or Event of Default has occurred, be adjusted with and payable to the Borrowers and that all insurance proceeds for losses of $25,000.00 or more, in the aggregate shall be adjusted with and payable in accordance with to the terms Collateral Agent, (vi) include effective waivers by the insurer of all claims for insurance premiums against the applicable Mortgage or First MortgageAgent and Collateral Agent, and (iiivii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Collateral Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. The Borrowers shall notify the Collateral Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Required Lenders, (pursuant i) be applied by the Collateral Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the applicable Mortgage Loans in such manner as the Required Lenders may reasonably determine, or First Mortgage(ii) be disbursed to the Borrowers on such terms as are deemed appropriate by the Required Lenders for the repair, restoration and/or replacement of property in respect of which such proceeds were received, provided that, so long as no Potential Default or Event of Default has occurred, proceeds up to $25,000.00 may, at the Borrower's election, be used for the repair, restoration and/or replacement of property in respect of which such proceeds were received. The Notwithstanding the preceding paragraph, DEIL shall have until September 1, 1998, to fully comply with all of the insurance requirements set forth herein may be satisfied through blanket and in the Security Documents, provided that, until DEIL is in full compliance with such insurance obtained requirements, DEIL shall keep in full force and maintained effect its agreements with Windmere and DEML relating to the insuring of DEIL's plant, equipment and Inventoxx xnd shall cause DEML and/or Windmere, as appropriate, to immediately pay over to the Xxxnt, any and all insurance proceeds received by MPNDEML or Windmere arising from DEIL's plant, equipment and Inventory.

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and obtain the insurance coverages specified in this subsection 4.7 (a). The insurer issuing any such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance policy shall certify to the extent customary. At Bank that (1) losses will be adjusted with the request approval of the Administrative AgentBank, the Borrower shall deliver (2) loss payments will be payable to the Administrative Agent certificates of insurance signed by Bank, such payments to be applied in the Borrower's independent insurance broker describing and certifying as manner set forth in the Mortgage either to the existence restoration, repair or replacement of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect Improvements or to the Borrower. Such policies payment of insurance the Bank Debt, (3) the interests of the Bank shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, be insured regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgagepolicy, and (iii4) provide that no if such insurance is canceled or materially changed or if any reinsurance is canceled for any reason whatsoever, such insurer will promptly notify the Bank and such cancellation of such policies or change shall not be effective until at least as to the Bank for thirty (30) days after receipt by the Administrative Agent of written notice Bank of such cancellation or changenotice. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant The Borrower shall deliver to the Mortgage Bank Acorx Xxxm 27 Evidence of Insurance with respect to such policies on or First Mortgagebefore the Closing Date, and evidence of each renewal policy in a form acceptable to Bank not less than thirty (30) shall be applied days prior to the expiration of the original policy or preceding renewal policy (as the case may be); and to deliver to the Bank, upon Bank's request, receipts or other evidence that the premiums thereon have been paid in accordance with the terms of the applicable Mortgage or First MortgagePolicy. The insurer or reinsurer for all such policies shall be rated A- IX by A.M. Best, or such other rating reasonably acceptable to the Bank. The form, content, insurers and reinsurers of all insurance requirements set forth herein may policies required under this Agreement and the Mortgage shall be satisfied through blanket satisfactory to the Bank in accordance with the standards established in this Section 4.7. Such insurance obtained and maintained by MPN.coverages shall include:

Maintenance of Insurance. The Borrower shall(a) At all times, at its expense, cause to be carried and shall ------------------------ cause each of its Subsidiaries tomaintained with reputable insurers, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured insurance (including fireproperty insurance, extended coverageliability insurance, property damage, worker's compensation, public liability and business interruption insurance, and workers’ compensation insurance) of the kinds and against other risks (including errors in the amounts and omissions) in such amounts with deductibles as similar properties and assets are insured customarily maintained by prudent companies in similar circumstances circumstances, carrying on similar businessesbusinesses or having comparable properties and reasonably acceptable to the Required Lenders. (b) All insurance required to be maintained by the Borrower shall comply with the following general requirements: (i) all insurance shall be written by insurance companies that are rated in A.M. Best’s Key Insurance Rating Guide or any successor thereto (or if there be none, an organization having a similar national reputation) with a general policyholder rating of “A-” or better and a financial rating of at least “VIII” or otherwise reasonably acceptable to the Required Lenders; (ii) liability insurance, business interruption insurance and property insurance in respect of the Collateral (other than workers’ compensation and employer’s liability insurance, and other than insurance covering costs of compliance with reputable and financially sound insurers, including self-insurance the Agreed Order issued in 2000 by the Texas Commission on Environmental Quality with respect to the extent customaryEl Paso refinery (the “Agreed Order Coverage”) shall name the Administrative Agent (or, if required by the Intercreditor Agreement, the Control Agent) and the Lenders as additional insureds and/or as mortgagee/loss payees, as their respective interests may appear; (iii) with the exception of the Agreed Order Coverage, each policy shall provide that (A) it will not be cancelled except after not less than 30 days’ (but 10 days if for non-payment of premium) prior written notice to the Administrative Agent; (B) the interests of the Administrative Agent and the Lenders shall not be invalidated or otherwise compromised by any act or negligence of, or breach of representation or warranty by the Borrower or any Person having an interest in the Property and (C) such insurance is primary with respect to any other insurance carried by or available to the Administrative Agent and/or any Lender; and (iv) with the exception of the Agreed Order Coverage, insurers shall waive their rights of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against the Administrative Agent, the Control Agent and the Lenders and further the insurers shall waive any right to claim any premiums or commission against the Administrative Agent, the Control Agent or any Lender. At Notwithstanding the request foregoing, the following shall apply with respect to Collateral owned by the Giant Companies that constitutes Term Priority Collateral: the Borrower shall not be required to name the Administrative Agent or the Control Agent as mortgagee/loss payees, or grant such Parties rights to notice, under insurance policies covering such property until the Subordinated Debt Prepayment Date. (c) The Borrower will notify the Administrative Agent and the Lenders at least 10 days prior to any policy cancellation, reduction in policy limits, modification or amendment or other material change which would result in non-compliance with the requirements of this Section 6.07. (d) No provision of this Section 6.07 shall impose on the Administrative Agent, the Control Agent or Lenders any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Borrower or other Loan Parties, nor shall the Administrative Agent, the Control Agent or the Lenders be responsible for any representations or warranties made by or on behalf of the Borrower to any insurance company or underwriter. Any failure on the part of the Administrative Agent, the Control Agent or the Lenders to pursue or obtain the evidence of insurance required by this Section 6.07 from the Borrower or other Loan Parties and/or failure of the Administrative Agent or the Lenders to point out any non-compliance of such evidence of insurance shall not constitute a waiver of any of the insurance requirements in this Section 6.07. (e) Prior to the expiration dates of expiring policies, the Borrower shall deliver to the Administrative Agent certificates evidence of insurance signed issued by the Borrower's independent insurer(s) or their authorized representatives evidencing insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by the Borrower pursuant to this Agreement and Section 6.07, together with a certificate or other Loan Documents and a summary schedule indicating all insurance then in force with respect to statement signed by an officer of the Borrower. Such policies , certifying on behalf of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary that the Borrower maintains insurance as required by this Section 6.07. (f) During the existence and continuation of any warrantiesan Event of Default, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds received by the Borrower, any Subsidiary, the Administrative Agent or the Control Agent in respect of Revolver Priority Collateral shall, at the direction of the Administrative Agent or the Required Lenders (pursuant to the Mortgage or First Mortgagei) shall be applied to repay the Obligations in accordance with the terms order set forth in Section 8.03 or (ii) held in an account held by the Administrative Agent for the benefit of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.Lender Secured Parties (the “

Maintenance of Insurance. The Borrower shall(a) At all times, at its expense, cause to be carried and shall ------------------------ cause each of its Subsidiaries tomaintained with reputable insurers, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured insurance (including fireproperty insurance, extended coverageliability insurance, property damage, worker's compensation, public liability and business interruption insurance, and workers’ compensation insurance) of the kinds and against other risks (including errors in the amounts and omissions) in such amounts with deductibles as similar properties and assets are insured customarily maintained by prudent companies in similar circumstances circumstances, carrying on similar businessesbusinesses or having comparable properties and reasonably acceptable to the Required Lenders. (b) All insurance required to be maintained by the Borrower shall comply with the following general requirements: (i) all insurance shall be written by insurance companies that are rated in A.M. Best’s Key Insurance Rating Guide or any successor thereto (or if there be none, an organization having a similar national reputation) with a general policyholder rating of “A-” or better and a financial rating of at least “VIII” or otherwise reasonably acceptable to the Required Lenders; (ii) liability insurance, business interruption insurance and property insurance in respect of the Collateral (other than workers’ compensation and employer’s liability insurance, and other than insurance covering costs of compliance with reputable and financially sound insurers, including self-insurance the Agreed Order issued in 2000 by the Texas Commission on Environmental Quality with respect to the extent customaryEl Paso refinery (the “Agreed Order Coverage”) shall name the Administrative Agent (or, if required by the Intercreditor Agreement, the Control Agent) and the Lenders as additional insureds and/or as mortgagee/loss payees, as their respective interests may appear; (iii) with the exception of the Agreed Order Coverage, each policy shall provide that (A) it will not be cancelled except after not less than 30 days’ (but 10 days if for non-payment of premium) prior written notice to the Administrative Agent; (B) the interests of the Administrative Agent and the Lenders shall not be invalidated or otherwise compromised by any act or negligence of, or breach of representation or warranty by the Borrower or any Person having an interest in the Property and (C) such insurance is primary with respect to any other insurance carried by or available to the Administrative Agent and/or any Lender; and (iv) with the exception of the Agreed Order Coverage, insurers shall waive their rights of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against the Administrative Agent, the Control Agent and the Lenders and further the insurers shall waive any right to claim any premiums or commission against the Administrative Agent, the Control Agent or any Lender. At Notwithstanding the request foregoing, the following shall apply with respect to Collateral owned by the Giant Companies that constitutes Term Priority Collateral: the Borrower shall not be required to name the Administrative Agent or the Control Agent as mortgagee/loss payees, or grant such Parties rights to notice, under insurance policies covering such property until the Subordinated Debt Prepayment Date. (c) The Borrower will notify the Administrative Agent and the Lenders at least 10 days prior to any policy cancellation, reduction in policy limits, modification or amendment or other material change which would result in non-compliance with the requirements of this Section 6.07. (d) No provision of this Section 6.07 shall impose on the Administrative Agent, the Control Agent or Lenders any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Borrower or other Loan Parties, nor shall the Administrative Agent, the Control Agent or the Lenders be responsible for any representations or warranties made by or on behalf of the Borrower to any insurance company or underwriter. Any failure on the part of the Administrative Agent, the Control Agent or the Lenders to pursue or obtain the evidence of insurance required by this Section 6.07 from the Borrower or other Loan Parties and/or failure of the Administrative Agent or the Lenders to point out any non-compliance of such evidence of insurance shall not constitute a waiver of any of the insurance requirements in this Section 6.07. (e) Prior to the expiration dates of expiring policies, the Borrower shall deliver to the Administrative Agent certificates evidence of insurance signed issued by the Borrower's independent insurer(s) or their authorized representatives evidencing insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by the Borrower pursuant to this Agreement and Section 6.07, together with a certificate or other Loan Documents and a summary schedule indicating all insurance then in force with respect to statement signed by an officer of the Borrower. Such policies , certifying on behalf of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary that the Borrower maintains insurance as required by this Section 6.07. (f) During the existence and continuation of any warrantiesan Event of Default, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with or condemnation proceeds received by the terms of the applicable Mortgage or First MortgageBorrower, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by any Subsidiary, the Administrative Agent or the Control Agent in respect of written notice of such cancellation or change. Any monies received Term Loan Priority Collateral shall, if so directed by the Administrative Agent or the Required Lenders (i) be applied to repay the Obligations in the order set forth in Section 8.03 or (ii) held in a separate account held by the Administrative Agent for the benefit of the Lenders (the “Term Loan Casualty Proceeds Account”) or (iii) deposited into the Term Loan Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant Account. The Borrower hereby grants to the Mortgage or First Mortgage) shall be applied in accordance with Administrative Agent for the terms benefit of the applicable Mortgage Lenders, a Lien in the Term Loan Casualty Proceeds Account to secure the Obligations, and shall execute such security agreements or First Mortgagecontrol agreements as the Administrative Agent may request in order to perfect such first priority Lien in the Term Loan Casualty Proceeds Account. The Administrative Agent may invest funds in the Term Loan Casualty Proceeds Account in a deposit account at Bank of America, N.A. (or such other institution as shall then be acting as Administrative Agent) as depository bank or, at the option of the Administrative Agent, in Cash Equivalents. (g) The Borrower, for itself and on behalf of each of its Subsidiaries, hereby irrevocably makes, constitutes and appoints the Administrative Agent, during the existence and continuation of a Default, as the Borrower’s and each Subsidiary’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under policies of “all risk” insurance requirements set forth herein may be satisfied through blanket insurance obtained with respect to the Term Loan Priority Collateral, and maintained by MPNfor endorsing the name of the Borrower and its Subsidiaries on any check or other item of payment for the proceeds of such insurance.

Maintenance of Insurance. (i) The Borrower shall, Company shall and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured at their respective expense, to maintain insurance (including fireincluding, extended coveragewithout limitation, property damage, worker's compensation, public commercial general liability and business interruption property insurance) and against other risks (including errors and omissions) in such amounts amounts, against such risks, in such form and with responsible and reputable insurance companies or associations as similar properties and assets are insured is required by prudent any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar circumstances carrying businesses similarly situated and in any event, in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. To the extent requested by the Collateral Agent at any time and from time to time, each such policy for liability insurance shall provide for all losses to be paid on similar businessesbehalf of the Collateral Agent and the Company or any of its Subsidiaries as their respective interests may appear, and with reputable each policy for property damage insurance shall provide for all losses to be adjusted with, and financially sound insurerspaid directly to, including self-insurance the Collateral Agent, subject to the rights of the holder of Permitted Senior Indebtedness with respect to collateral securing such indebtedness. To the extent customaryrequested by the Collateral Agent at any time and from time to time, each such policy shall in addition (A) name the Collateral Agent as an additional insured party thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as their interests may appear, (B) contain an agreement by the insurer that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction or breach of representation or warranty by the Company or any of its Subsidiaries, (C) provide that there shall be no recourse against the Collateral Agent for payment of premiums or other amounts with respect thereto, and (D) provide that at least 30 days’ prior written notice of cancellation, lapse, expiration or other adverse change shall be given to the Collateral Agent by the insurer. At The Company will, if so requested by the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. The Company will and it will cause its Subsidiaries to, at the request of the Administrative Collateral Agent, execute and deliver instruments of assignment of such insurance policies and cause the Borrower shall deliver respective insurers to acknowledge notice of such assignment. (ii) Reimbursement under any liability insurance maintained by the Company or any of its Subsidiaries pursuant to this Section 14(m) may be paid directly to the Administrative Agent certificates Person who shall have incurred liability covered by such insurance. Following an Event of Default, in the case of any loss involving damage to Collateral, any proceeds of insurance signed maintained by the Borrower's independent insurance broker describing and certifying Company or any of its Subsidiaries pursuant to this Section 14(m) shall be paid to the Collateral Agent (except as to which paragraph (iii) of this Section 14(m) is not applicable), the existence Company or its Subsidiaries will make or cause to be made the necessary repairs to or replacements of such Collateral, and any proceeds of insurance maintained by the Company or any Subsidiary pursuant to this Section 14(m) shall be paid by the Collateral Agent to the Company or any Subsidiary, as the case may be, as reimbursement for the costs of such repairs or replacements (iii) Following and during the continuance of an Event of Default, all insurance payments in respect of Collateral shall be paid to the Collateral Agent and applied as specified in Section 14(m) (iv) hereof, subject to the rights of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force holder of Permitted Senior Indebtedness with respect to the Borrower. Such policies Inventory securing such indebtedness. (iv) Any proceeds of insurance shall contain special endorsements, which shall (i) specify held by the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied by the Collateral Agent against, all or any part of the Obligations (as such term is defined in accordance the Security Agreement) in such order as the Collateral Agent shall elect, consistent with the terms provisions of the applicable Mortgage Purchase Agreement. Any surplus of such cash held by the Collateral Agent and remaining after the indefeasible payment in full in cash and/or by conversion of the Notes of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNas a court of competent jurisdiction shall direct.

Maintenance of Insurance. (a) The Borrower Company shall, and shall ------------------------ cause each of its Subsidiaries to, insure at its properties sole cost and assets against loss or expense, maintain "All Risk" physical damage by insurance on all real and personal property including, without limitation, fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damageboiler and machinery coverage, worker's compensationflood, public liability earthquake, liquids, theft, explosion, collapse, and business interruption insurance) all other hazards and risks ordinarily insured against other risks (including errors and omissions) in by owners or users of such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying businesses. All policies of insurance on similar businessessuch real and personal property shall contain an endorsement, in form and substance satisfactory to the Agent, showing loss payable to the Agent as its interests appear. (b) The Company shall, at its sole cost and expense, maintain commercial general liability insurance on an "occurrence basis" (unless such insurance cannot be reasonably obtained at commercially reasonable rates, in which case such insurance shall be on a "claims made" basis) against claims for personal injury, bodily injury and property damage with a minimum limit of $10,000,000 per occurrence and $10,000,000 in the aggregate. Such coverage shall include, but not be limited to, premises/operations, broad form contractual liability, underground, explosion and collapse hazard, independent contractors, broad form property coverage, products and completed operations liability. The Company shall, at its sole cost and expense, maintain workers' compensation insurance including employer's liability in the amount of $500,000 for each accident, $500,000 disease-policy limit, and $500,000 disease-each employee. (c) The Company shall, at its sole cost and expense, maintain automobile liability insurance for all owned, non-owned or hired automobiles against claims for personal injury, bodily injury and property damage with reputable and financially sound insurers, including self-insurance to the extent customary. At the request a minimum combined single limit of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates $10,000,000 per occurrence. (d) All policies of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by under this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify include the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) providecontain a 30-day advance notice of alteration or cancellation, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no act or default by the Company or any other Person shall affect the right of the Agent to recover under such policy or policies of insurance in case of loss or damage, (iv) be in form substantially similar to those in effect on the date hereof and be with insurers rated at least A by A.M. Best and (v) be in not less than the amounts set forth herein. The Company shall deliver to the Agent certificates of insurance evidencing coverage, the naming of the Agent as additional insured and the 30-day advance notice of cancellation provision. The original (or certified copies) of each policy of insurance shall be maintained by the Company and made available to the Agent from time to time at the Agent's request. In addition, the Company shall notify the Agent promptly of any occurrence causing a material loss or decline in value of any real or personal property and the estimated (or actual, if available) amount of such loss or decline. The Company hereby directs all insurers under such policies of insurance to pay all proceeds payable thereunder directly to the Agent, as its interest may appear. For the purpose of making, settling and adjusting claims under such policies of insurance, the Company shall not, without the Agent's prior written consent, agree to the making, settling or adjusting of claims in excess of $50,000 made under such policies of insurance or endorsing any check, draft, instrument or other item of payment in excess of $50,000 for the proceeds of such policies of insurance. In the event that the Company at any time or times hereafter shall be effective until at least thirty (30) days after receipt fail to obtain or maintain any of the policies of insurance required above or to pay any premium in whole or in part relating thereto, the Agent, without waiving or releasing any obligations or Default or Event of Default by the Administrative Company hereunder, may at any time or times thereafter (but shall not be obligated to) obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto which the Agent of written notice of such cancellation or changedeems advisable. Any monies received All sums to disbursed by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgageincluding, without limitation, reasonable attorneys' fees, court costs, expenses and other charges relating thereto) shall be applied payable, on demand, by the Company to the Agent and shall be additional Obligations (as defined in accordance with the terms of Collateral Documents) hereunder secured by the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNCollateral.

Maintenance of Insurance. The Borrower shallSeller shall continue to maintain, for Seller and its Subsidiaries, with responsible companies, at its own expense, the Required Insurance Policy, in each case, in a form acceptable to Administrative Agent, with broad coverage on all officers, employees or other persons (if applicable, including, without limitation, employees or other person of the Manager or the General Partner who act on behalf of Seller in handling funds, money, documents or papers relating to the Purchased Assets) (“Seller Employees”) acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Purchased Assets, with respect to any claims made in connection with all or any portion of the Purchased Assets. Any such Required Insurance Policy shall protect and insure the Seller against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Seller Employees, and such policies also shall ------------------------ cause each protect and insure the Seller against losses in connection with the release or satisfaction of a Purchased Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 14(e) requiring such Required Insurance Policy shall diminish or relieve the Seller from its Subsidiaries to, insure its properties duties and assets against loss or damage by fire and obligations as set forth in this Agreement. The minimum coverage under any such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance Required Insurance Policy shall be at least equal to the extent customaryRequired Insurance Amount as set forth on the Addendum. At Upon the request of the Administrative Agent, the Borrower Seller shall deliver cause to be delivered to the Administrative Agent certificates a certificate of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents for such Required Insurance Policy and a summary schedule indicating all insurance then statement from the insurer that such Required Insurance Policy shall in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach no event be terminated or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least materially modified without thirty (30) days after receipt by days’ prior written notice to the Administrative Agent Agent. Seller shall provide Theft of written notice of such cancellation or change. Any monies received by the Administrative Agent Warehouse Lender’s Money or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant endorsement to the Special Mortgage Bankers Bond policy or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNFidelity Insurance Policy.

Maintenance of Insurance. The Borrower shall, (a) Maintain in full force and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured effect insurance (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability casualty insurance and business interruption insurance) with financially sound and against other risks (including errors and omissions) reputable insurance companies not Affiliates of any Loan Party, in such amounts amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties and assets are in localities where the applicable Loan Party or the applicable Subsidiary operates. The Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured by prudent companies with respect to any such insurance providing liability coverage or coverage in similar circumstances carrying on similar businessesrespect of any Collateral, and with reputable and financially sound insurerseach provider of any such insurance shall agree, including self-insurance by endorsement upon the policy or policies issued by it or by independent instruments furnished to the extent customary. At the request of the Administrative Agent, that it will give the Borrower Administrative Agent thirty (30) days (or ten (10) days in the case of non-payment of premiums) (or, in each case, such lesser amount as the Administrative Agent may agree in its sole discretion) prior written notice before any such policy or policies shall be altered or canceled. (b) Without limiting the foregoing, with respect to all owned or ground leased real property constituting Collateral, (i) deliver to the Administrative Agent certificates of insurance signed evidence as to whether such real property is in an area designated by the Borrower's independent insurance broker describing and certifying Federal Emergency Management Agency as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and having special flood or mud slide hazards (a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies“Flood Hazard Property”), (ii) providemaintain, except if available, fully paid flood hazard insurance on each Flood Hazard Property, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, (iii) as to each Flood Hazard Property, furnish to the Administrative Agent the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) as to the fact that such real property is a Flood Hazard Property and (B) as to whether the community in which each such Flood Hazard Property is located is participating in the case National Flood Insurance Program, (iv) furnish to the Administrative Agent copies of public liability insurance and workmen's compensation insurance, that all policies or certificates of insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage Company and its Subsidiaries with respect to each Flood Hazard Property evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders, and evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or First Mortgagelapse thereof, and (iiiv) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by furnish to the Administrative Agent of prompt written notice of any redesignation of any such cancellation improved real property Collateral into or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms out of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNa special flood hazard area.

Maintenance of Insurance. The Borrower shallSeller shall continue to maintain, for Seller and its Subsidiaries, with responsible companies, at its own expense, the Required Insurance Policy, in each case, in a form acceptable to Buyer, with broad coverage on all officers, employees or other persons (if applicable, including, without limitation, employees or other person of the Manager or the General Partner who act on behalf of Seller in handling funds, money, documents or papers relating to the Purchased Assets) (“Seller Employees”) acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Purchased Assets, with respect to any claims made in connection with all or any portion of the Purchased Assets. Any such Required Insurance Policy shall protect and insure the Seller against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Seller Employees, and such policies also shall ------------------------ cause each protect and insure the Seller against losses in connection with the release or satisfaction of a Purchased Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 13(e) requiring such Required Insurance Policy shall diminish or relieve the Seller from its Subsidiaries to, insure its properties duties and assets against loss or damage by fire and obligations as set forth in this Agreement. The minimum coverage under any such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance Required Insurance Policy shall be at least equal to the extent customaryRequired Insurance Amount as set forth on the Addendum. At Upon the request of the Administrative AgentBuyer, the Borrower Seller shall deliver cause to be delivered to the Administrative Agent certificates Buyer a certificate of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents for such Required Insurance Policy and a summary schedule indicating all insurance then statement from the insurer that such Required Insurance Policy shall in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach no event be terminated or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least materially modified without thirty (30) days after receipt by the Administrative Agent of days’ prior written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage Buyer. Seller shall name Buyer as a loss payee under any applicable Fidelity Insurance Policy and as a direct loss payee with right of action under any applicable Errors and Omissions Insurance Policy or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNProfessional Liability Insurance Policy.

Maintenance of Insurance. 5.7.1. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties maintain with financially sound and assets reputable insurance companies insurance in at least such amounts, of such character and against at least such risks as is usually maintained by companies of established repute engaged in the same or a similar business in the same general area. The Borrower shall cause all liability insurance policies to name the Agent as a loss payee. Each insurance policy covering collateral shall include endorsements or stipulations providing that coverages will not be canceled or diminished without at least 10 days prior written notice to the Agent and further providing, if available on commercially reasonable terms, that coverage in favor of the Agent will not be impaired in any way by any act, omission or default of the Borrower or any other Person. In connection with all policies of insurance covering Collateral, the Borrower will provide the Agent with such loss payable or other endorsements as the Agent may reasonably require. 5.7.2. In addition to any requirements under the Collateral Documents, (a) all property loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force policies with respect to any assets of the Borrower. Such policies of insurance Borrower or any Subsidiary shall contain special endorsementslenders loss payable endorsements in favor of the Agent in form and substance satisfactory to it, which shall provide that all insurance proceeds (i) in excess of $500,000 or (ii) payable after the insurer has received written notice from the Agent that an Event of Default then exists (until a contrary notice is received), shall be payable directly to the Agent, (b) all insurance policies shall (i) specify provide that no cancellation, reduction in amount or material adverse change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent as additional insuredof written notice thereof, mortgagee and lender loss payee as its (ii) insure the interests may appear, of the Lender Parties regardless of any breach of or violation by the Borrower or its applicable subsidiary any other Person of any warranties, declarations or conditions contained in such policiestherein, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that the Lender Parties shall have no cancellation obligation or liability for premiums, commissions, assessments or calls in connection with such insurance or in connection with any representation or warranty made by the Borrower or any Subsidiary thereof in connection with obtaining of such insurance, (c) all business interruption and extra expense insurance shall name the Agent as a loss payee, and (d) all applicable insurance policies shall be effective until at least thirty contain such other provisions as are required under the relevant Collateral Documents. 5.7.3. Thirty days prior to the expiration date of each insurance policy maintained hereunder, the Borrower shall either (30a) deliver to the Agent either (i) if available, a copy of the renewal of such policy or (ii) a copy of the binder for such renewal or (b) notify the Agent that Credit Agreement 44 54 such policy has not been renewed. If a copy of a binder is delivered pursuant to clause (a)(i) hereof, then as soon as it is available, but in any event not more than sixty (60) days after receipt the effective date of renewal of the policy, the Borrower shall deliver to the Agent a copy of such policy, certified to be true and correct by the Administrative insurer named therein. If at any time after the Closing Date the Borrower or any Subsidiary thereof obtains any new property loss or damage insurance policy providing coverage in excess of $500,000, the Borrower shall, within 30 days after such new policy is obtained, give notice to the Agent of written notice describing the new insurance and provide to the Agent a copy of such cancellation or change. Any monies received policy, including endorsements as required hereby, certified to be true and correct by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNinsurer named therein.

Maintenance of Insurance. The Borrower shall, Maintain with financially sound and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets reputable insurers insurance against loss or damage by fire and such all other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, kinds and in the Borrower shall deliver to amounts customarily insured against or carried by corporations of established reputation engaged in the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing same or similar businesses and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrowersimilarly situated. Such Said policies of insurance shall contain special endorsements, which shall (i) specify be satisfactory to the Collateral Agent as additional insuredto form, mortgagee amount and lender loss payee insurer. The Loan Parties shall furnish certificates, policies or endorsements to the Agent as its interests may appear, regardless the Agent shall require as proof of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all and, if the Loan Parties fail to do so, the Agent is authorized, but not required, to obtain such insurance proceeds shall be adjusted and payable in accordance with at the terms expense of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such Loan Parties. All policies shall be effective until provide for at least thirty (30) days after receipt by prior written notice to the Administrative Agent of written notice any cancellation or reduction of coverage and that the Agent may act as attorney for the Loan Parties in obtaining, and at any time a Default or an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling, such insurance. The Loan Parties shall cause the Agent to be named as a lender’s loss payee and an additional insured (without any liability for any premiums) under such insurance policies and the Loan Parties shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to the Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such cancellation insurance shall be payable to the Agent as its interests may appear and further specify that the Agent shall be paid regardless of any act or changeomission by a Loan Party or any of its Affiliates. Any monies At its option, the Agent may apply any insurance proceeds received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant at any time to the Mortgage cost of repairs or First Mortgage) shall be applied in accordance with the terms replacement of Collateral and/or to payment of the applicable Mortgage Obligations, whether or First Mortgage. The insurance requirements set forth herein not then due, in any order and in such manner as such the Agent may be satisfied through blanket insurance obtained and maintained by MPNdetermine or hold such proceeds as cash collateral for the Obligations.

Maintenance of Insurance. (a) The Borrower shallCompany, on behalf of itself and shall ------------------------ cause each the Subsidiaries, represents that it presently has in force and effect one or more policy or policies of D&O Insurance covering liabilities, which may include those which are not indemnifiable under the State Statutes, which may be asserted against or incurred by directors, officers, employees and agents (including fiduciaries) of the Company and its Subsidiaries toin their performance of services, insure its properties underwritten by reputable insurance companies and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesthe Board of Directors of the Company deems appropriate (the “Insurance Policies”). The Company agrees, and with reputable and financially sound insurersthat so long as the Indemnitee shall continue to serve as a director, officer, employee, trustee or agent (including self-insurance to a fiduciary) of the extent customary. At Company or any Subsidiary (or shall continue at the request of the Administrative AgentCompany to serve as a director, officer, employee, trustee or agent (including a fiduciary) of another corporation, partnership, joint venture, trust or other enterprise), the Borrower Company shall deliver maintain the Insurance Policies. In addition, following the Indemnitee’s cessation of such service (but in no event longer than four (4) years), the Company agrees that so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal or investigative, by reason of the Administrative Agent certificates fact that the Indemnitee was a director, officer, employee, trustee or agent (including a fiduciary) of insurance signed the Company (or served in any of said other capacities), the Company shall purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policy or policies of D&O Insurance providing coverage in such amounts as is deemed appropriate by the Borrower's independent insurance broker describing and certifying as Board of Directors. (b) The Company shall not be required to maintain said policy or policies of D&O Insurance in effect if, in the existence reasonable business judgment of the insurance on then directors of the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall Company (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless premium cost for such insurance is substantially disproportionate to the amount of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, coverage, (ii) provide, except in the case of public liability coverage provided by such insurance and workmen's compensation insurance, is so limited by exclusions or otherwise that all there is insufficient benefit from such insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide said insurance is not otherwise reasonably available; provided, however, that no cancellation in the event the then directors make such a judgment, the Company shall purchase and maintain in force a policy or policies of D&O Insurance in the amount and with such coverage as the then directors determine to be reasonably available. In the event that the directors shall determine that a policy or policies of D&O Insurance are not reasonably available, the Company shall promptly notify Indemnitee of such policies determination. (c) To the extent the Company maintains D&O Insurance applicable to directors, officers, employees or agents (including fiduciaries), the Indemnitee shall be effective until at least thirty (30) days after receipt covered by such policies in such a manner as to provide the Administrative Agent of written notice of such cancellation or change. Any monies received by Indemnitee the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant same rights and benefits as are accorded to the Mortgage or First Mortgage) shall be applied in accordance with the terms most favorably insured of the applicable Mortgage Company’s directors, officers, employees or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNagents (including fiduciaries).

Maintenance of Insurance. The Borrower shall, and shall --- ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire companies, associations or organizations reasonably satisfactory to the Administrative Agent covering such casualties, risks, perils, liabilities and such other insurable hazards as such assets are commonly insured (reasonably required by the Administrative Agent, including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses. In addition, the Borrower shall, and shall cause each of its Subsidiaries to, comply with reputable all requirements regarding insurance contained in the Security Instruments. HOUSTON\2059604 -55- (b) All certified copies of policies or certificates thereof, and financially sound insurers, including self-endorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance to shall either have attached thereto a Lender’s loss payable endorsement for the extent customary. At the request benefit of the Administrative Agent, the Borrower shall deliver as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all policies of insurance required. All policies or certificates of insurance signed by shall set forth the Borrower's independent insurance broker describing and certifying as to coverage, the existence limits of liability, the name of the insurance on carrier, the Collateral required to be maintained by this Agreement policy number, and other Loan Documents and a summary schedule indicating the period of coverage. In addition, all insurance then in force with respect to the Borrower. Such policies of insurance required under the terms hereof shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of such policy notwithstanding any act of negligence of the applicable Mortgage Borrower, or First Mortgagea Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in a forfeiture of the insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower and (iii) provide that no cancellation its Subsidiaries. Without limiting the generality of the foregoing provisions, Administrative Agent will be named as an additional insured and will be provided a waiver of subrogation on the Borrower’s general liability and umbrella policies. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be effective until canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least thirty (30) days after receipt by 30 days’ prior written notice to the Administrative Agent unless such is cancelled for non-payment of written notice of such cancellation or change. Any monies received by premium and then the Administrative Agent or Collateral Agent constituting will be given 10 days notice of cancellation. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance proceeds or condemnation proceeds (pursuant policy described above are paid to the Mortgage Borrower or First Mortgage) a Subsidiary and any Obligations are outstanding, the Borrower shall be applied in accordance with deliver such proceeds to the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAdministrative Agent immediately upon receipt.

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire financially sound and reputable insurers covering such casualties, risks, perils, liabilities and other insurable hazards as customarily maintained by prudent oil and gas operators in the industry, and, if the Borrower or any Subsidiary is engaged in other energy related activities, then also covering such assets are commonly insured (including firecasualties, extended coveragerisks, property damageperils, worker's compensation, public liability liabilities and business interruption insurance) and against other risks (including errors and omissions) hazards customarily maintained by prudent Persons engaged in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesenergy related activities. (b) All certified copies of policies or certificates thereof, and with reputable endorsements and financially sound insurers, including self-renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance to shall either have attached thereto a lender’s loss payable endorsement for the extent customary. At the request benefit of the Administrative Agent, as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all policies of insurance required. All policies or certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the policy number, and the period of coverage. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least 30 days’ prior written notice to the Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or Subsidiaries and an Event of Default is outstanding, the Borrower shall deliver such proceeds to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNimmediately upon receipt.

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) against in the industry and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance. All such insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or loss payee, (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause, (iv) provide that all insurance proceeds for property losses of less than $15,000,000 shall be adjusted with and payable to the applicable Loan Parties and that all insurance proceeds for property losses of $15,000,000 or more shall be adjusted with and payable to the Administrative Agent, and (v) be otherwise customary in the business in which the Loan Parties are engaged. The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such cancellation loss or changedecline. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds may, if an Event of Default has occurred and is continuing, at the option of the Administrative Agent, (pursuant i) be applied by the Administrative Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the Loans in such manner as the Administrative Agent may reasonably determine, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPNthe Administrative Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The |5.7.1. Each Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties maintain with financially sound and assets reputable insurance companies insurance in at least such amounts, of such character and against at least such risks as is usually maintained by companies of established repute engaged in the same or a similar business in the same general area. All liability insurance policies shall name the Agent as a loss payee. Each insurance policy covering Collateral shall include endorsements or stipulations providing that coverages will not be canceled or diminished without at least 10 days' prior written notice to the Agent and further providing, if available on commercially reasonable terms, that coverage in favor of the Agent will not be impaired in any way by any act, omission or default of the Borrower or any other Person. In connection with all policies of insurance covering Collateral, the Borrower will provide the Agent with such loss payable or other endorsements as the Agent may reasonably require. In addition to any requirements under the Collateral Documents, (a) all property loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force policies with respect to the Borrower. Such policies any assets of insurance any Borrower or any Consolidated Subsidiary shall contain special endorsementslender's loss payable endorsements in favor of the Agent in form and substance satisfactory to it, which shall provide that all insurance proceeds (i) in excess of $500,000 or (ii) payable after the insurer has received written notice from the Agent that an Event of Default then exists (until a contrary notice is received), shall be payable directly to the Agent, (b) all insurance policies shall (i) specify provide that no cancellation, reduction in amount or material adverse change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent as additional insuredof written notice thereof, mortgagee and lender loss payee as its (ii) insure the interests may appear, of the Lender Parties regardless of any breach of or violation by the Borrower or its applicable subsidiary any other Person of any warranties, declarations or conditions contained in such policiestherein, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that the Lender Parties shall have no cancellation obligation or liability for premiums, commissions, assessments or calls in connection with such insurance or in connection with any representation or warranty made by the Borrower or any Consolidated Subsidiary thereof in connection with obtaining of such insurance, (c) all business interruption and extra expense insurance shall name the Agent as a loss payee, and (d) all applicable insurance policies shall be effective until at least thirty (30) days after receipt by contain such other provisions as are required under the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or relevant Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNDocuments.

Maintenance of Insurance. The Borrower, or if required pursuant to the Declaration, the Timeshare Owners' Association, shall maintain (or Borrower shallshall cause to be maintained) at all times during the term of this Agreement, policies of insurance with premiums being paid when due, and shall ------------------------ cause each deliver to Lender originals of its Subsidiaries toinsurance policies issued by insurance companies, insure its properties in amounts, in form and assets against in substance, and with expiration dates, all acceptable to Lender and containing a waiver of subrogation rights by the insuring company, a non-contributory standard mortgagee benefit clause, or their equivalents, and a mortgagee loss or damage by fire payable endorsement in favor of and such other insurable hazards satisfactory to Lender, and breach of warranty coverage, providing the following types of insurance on and with respect to Borrower (or, as such assets are commonly insured appropriate, the respective Associations) and the Resort: (i) Fire and extended coverage insurance (including firelightning, extended hurricane, tornado, wind and water damage, vandalism and malicious mischief coverage) covering the improvements and any personal property located in or on the Resort and any real property constituting part of the Additional Resort Collateral, in an amount not less than the full replacement value of such improvements and personal property, and said policy of insurance shall provide for a deductible acceptable to Lender, breach of warranty coverage, property damagereplacement cost endorsements satisfactory to Lender, worker's compensation, public and shall not permit co-insurance; (ii) Public liability and business interruption insuranceproperty damage insurance covering the Resort in amounts and on terms satisfactory to Lender; and (iii) Such other insurance on the Resort and against other risks any real property constituting part of the Additional Resort Collateral or any replacements or substitutions therefor including, without limitation, flood insurance (including errors and omissions) if the Property is or becomes located in an area which is considered a flood risk by the U.S. Emergency Management Agency or pursuant to the National Flood Insurance program), in such amounts and upon terms as similar properties and assets are insured may from time to time be reasonably required by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to Lender. To the extent customary. At any other timeshare receivable lender has any rights to approve the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates form of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force policies with respect to the Borrower. Such policies Resort, the amounts of insurance shall contain special endorsementscoverage thereunder, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in insurers under such policies, or the designation of an attorney-in-fact for purposes of dealing with damage to any part of the Resort or insurance claims or matters related thereto, or any successor to such attorney-in-fact, or any changes with respect to any of the foregoing, Borrower shall take all steps as may be necessary (iiand, after turnover, if any, of control of the Resort to the Timeshare Owners' Association, Borrower shall use its best efforts) provideto ensure that Lender shall at all times have a co-equal right, except with such other lender (including, without limitation, Borrower or any third-party lender), to approve all such matters and any proposed changes in respect thereof; and Borrower shall not cause or permit any changes with respect to any insurance policies, insurers, coverage, attorney-in-fact, or insurance trustee, if any, without Lender's prior written approval. In the event of any insured loss or claim in respect of the Resort or any real property comprising the Additional Resort Collateral, Borrower shall apply (or cause to be applied), and Borrower covenants that the Timeshare Owners' Association shall apply (or cause to be applied), all proceeds of such insurance policies in a manner consistent with the Timeshare Documents and the Timeshare Act. All insurance policies required pursuant to this Agreement (or the Timeshare Documents or Timeshare Act) shall provide that the coverage afforded thereby shall not expire or be amended, canceled, modified or terminated without at least thirty (30) days prior written notice to Lender. At least thirty (30) days prior to the expiration date of each policy maintained pursuant to this Section 7.1(d), a renewal or replacement thereof satisfactory to Lender shall be delivered to Lender. Borrower shall deliver or cause to be delivered to Lender receipts evidencing the payment for all such insurance policies and renewals or replacements. In the event of any fire or other casualty to or with respect to the improvements on or at the Resort or any real property comprising the Additional Resort Collateral, Borrower covenants that Borrower or the Timeshare Owners' Association, as the case of public liability insurance may be, will promptly restore or repair (or cause to be restored, repaired or replaced) the damaged improvements and workmen's compensation insurancerepair or replace any other personal property to the same condition as immediately prior to such fire or other casualty and, that all insurance proceeds shall be adjusted with respect to the improvements and payable personal property on the Resort or any real property comprising the Additional Resort Collateral, in accordance with the terms of the applicable Mortgage Timeshare Documents or First Mortgage, and (iii) provide that no cancellation Timeshare Act. The insufficiency of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting any net insurance proceeds shall in no way relieve Borrower or, as applicable, Borrower and Timeshare Owners' Association, of its obligation to restore, repair or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied replace such improvements and other personal property in accordance with the terms hereof, of the Declaration or other Timeshare Documents or of the Timeshare Act, and Borrower covenants that Borrower or, as the case may be, the Timeshare Owners' Association, shall promptly comply and cause compliance with the provisions of the Declaration and other Timeshare Documents, or of the Timeshare Act relating to such restoration, repair or replacement. Borrower shall, unless an Event of Default has occurred, apply all insurance proceeds payable to or received by it, in accordance with the applicable Mortgage Declaration. If an Event of Default has occurred, Agent may, in its sole discretion, apply all insurance proceeds in accordance with the applicable Declaration or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNto the repayment of the Loan in accordance with Section 2.4 hereof."

Maintenance of Insurance. The Borrower shallshall insure, and shall ------------------------ cause each of its Subsidiaries toto insure, insure its their respective properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At The Borrower shall furnish to the request Agent for redelivery to the Lenders on the Closing Date and thereafter simultaneously with the delivery of the Administrative Agent, annual financial information delivered pursuant to Section 6.02(b) a certificate of the Borrower shall deliver to executed by an Authorized Officer of the Administrative Agent certificates of Borrower certifying that such insurance signed by is in force, is adequate in nature and amount and complies with the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by obligations under this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the BorrowerSection 6.05. Such policies of insurance shall contain special endorsementsbe in form and substance acceptable to the Agent, which shall (i) specify including, without limitation, specifying the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, regardless of with the understanding that any breach or violation by obligation imposed upon the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, insured (iiincluding the liability to pay premiums) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms sole obligation of the applicable Mortgage Loan Parties and not that of the insured. The applicable Loan Parties shall notify Agent promptly of any occurrence causing a material loss or First Mortgagedecline in value of the Collateral and the estimated (or actual, and (iiiif available) provide that no cancellation amount of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent loss or decline. If no Event of written notice of such cancellation or change. Any Default exists, any monies received by the Administrative Agent Loan Parties constituting insurance proceeds or Collateral condemnation proceeds may, at the option of the Borrower (i) be applied by the Borrower to the payment of the Loans in such manner as the Borrower may reasonably determine, or (ii) be disbursed for the repair or restoration of such property and/or replacement with other operating assets. If an Event of Default exists, any monies received by the Loan Parties or the Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Agent, (pursuant i) be applied by the Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the Loans in such manner as the Agent may reasonably determine, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPNthe Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The Borrower shallSuch Debtor will maintain with financially sound and reputable companies, and shall ------------------------ cause each of insurance policies (i) insuring its Subsidiaries to, insure its properties and assets Inventory against loss or damage by fire fire, explosion, theft and such other insurable hazards casualties as are usually insured against by companies engaged in the same or similar businesses and (ii) insuring such assets are commonly insured (including fireDebtor and the Administrative Agent, extended coveragefor the benefit of the Secured Parties, against liability for personal injury and property damage, worker's compensation, public liability such policies to be in such form and business interruption insurance) and against other risks (including errors and omissions) in such amounts and coverages as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance may be satisfactory to the extent customaryAdministrative Agent, with losses payable to the Administrative Agent as loss payee under standard non-contributory "mortgagee", "lender" or "secured party" clauses. At Such Debtor shall deliver to the request Administrative Agent, as often as the Administrative Agent may reasonably request, a report of a reputable insurance agent with respect to the insurance. All insurance shall (A) in the case of property insurance, contain a breach of warranty clause in favor of the Administrative Agent, the Borrower shall deliver and (B) be satisfactory in all respects to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as Agent. Such Debtor will provide to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until Secured Parties at least thirty (30) days after receipt by the Administrative Agent of prior written notice of such any cancellation or changenon-renewal of (together with a description of any actual or proposed replacement policy(ies)), or material adverse change to, any insurance policy described in this paragraph. Any monies So long as no Default has occurred and is continuing or would occur after giving effect thereto, any cash proceeds of the insurance described in clause (i) of this paragraph received by the Administrative Agent or Collateral as a result of any casualty to any Inventory shall, at the option of such Debtor, either be applied by the Administrative Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage obligations of such Debtor or First Mortgage) be remitted to such Debtor for the purpose of replacing the Inventory involved, and such Debtor shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNapply such proceeds solely for such purpose.

Maintenance of Insurance. The Borrower shall, (a) Maintain in full force and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured effect insurance (including fireworker's compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability insurance and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties amounts, covering such risks and assets are insured by prudent companies in similar circumstances carrying on similar businesses, liabilities and with reputable and financially sound insurers, including such deductibles or self-insurance retentions as are in accordance with normal industry practice. The Administrative Agent shall be named as additional insured (in the case of liability insurance) or loss payee or mortgagee, as its interest may appear (in the case of hazard insurance), with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the extent customary. At the request of policy or policies issued by it or by independent instruments furnished to the Administrative Agent, the Borrower shall deliver to that it will give the Administrative Agent certificates thirty (30) days prior written notice before any such policy or policies shall lapse, be canceled or be terminated. (b) In the event that the Loan Parties receive Net Cash Proceeds on account of insurance signed by any Involuntary Disposition, the Borrower's independent insurance broker describing and certifying as to Loan Parties shall, within 270 days following the existence of the insurance on the Collateral required receipt thereof, apply (or cause to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect applied) an amount equal to the Borrower. Such policies of insurance shall contain special endorsements, which shall such Net Cash Proceeds to (i) specify repair or replace the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach Property subject to such Involuntary Disposition or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in prepay the case of public liability insurance Loans (and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable Cash Collateralize L/C Obligations) in accordance with the terms of Section 2.04(b)(iii)(B); provided, however, that such Person shall not undertake to repair or replace such Property unless no Default exists at such time. Pending final application thereof, the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of Loan Parties may apply such policies Net Cash Proceeds to temporarily reduce the Revolving Loans. All insurance proceeds shall be effective until at least thirty (30) days after receipt by subject to the security interest of the Administrative Agent of written notice of such cancellation or change. Any monies received by (for the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms ratable benefit of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNLenders) under the Collateral Documents.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies (or through self-insurance arrangements), and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and operating in the same or similar locations or as is required by applicable Law, of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons and as are reasonably acceptable to the extent customaryAdministrative Agent. (b) Fire and extended coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include (i) a non-contributing mortgage clause (regarding improvements to real property) and lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the Collateral Agent, which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Collateral Agent (provided that unless a Cash Dominion Event then exists, the Collateral Agent shall promptly remit the proceeds to the Lead Borrower or as the Lead Borrower may direct) and (ii) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer. At Commercial general liability policies shall be endorsed to name the request Collateral Agent as an additional insured. Business interruption policies shall name the Collateral Agent as a loss payee and shall be endorsed or amended to include (i) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Collateral Agent (provided that unless a Cash Dominion Event then exists, the Collateral Agent shall promptly remit the proceeds to the Lead Borrower or as the Lead Borrower may direct) and (ii) a provision to the effect that none of the Loan Parties, the Administrative Agent, the Collateral Agent or any other party shall be a co-insurer. Each such policy referred to in this Section 6.07(b) shall also provide that it shall not be canceled (i) by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Collateral Agent. The Lead Borrower shall deliver to the Administrative Agent certificates Collateral Agent, on or prior to the date of the cancellation or expiration of any such policy of insurance, or modification materially reducing the scope or amount of coverage of such policies of insurance, a copy of any applicable renewal or replacement insurance signed certificate. (c) If at any time the area in which any Eligible Real Estate is located is designated (i) a “flood hazard area” in any Flood Insurance Rate Map published by the Borrower's independent Federal Emergency Management Agency (or any successor agency), obtain flood insurance broker describing in an amount and certifying form that complies with the requirements under the National Flood Insurance Act, or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as to is reasonable and customary for companies engaged in the existence Business. (d) None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance on the Collateral policies required to be maintained under this Section 6.07. Each Loan Party shall look solely to its insurance companies or any other parties other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Credit Party or its agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by applicable Law, to waive their right of recovery, if any, against the Credit Parties and their agents and employees. The designation of any form, type or amount of insurance coverage by the any Credit Party under this Agreement Section 6.07 shall in no event be deemed a representation, warranty or advice by such Credit Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection of their properties. None of the foregoing shall affect the obligation of the Collateral Agent, unless a Cash Dominion Event exists, to promptly remit any proceeds it receives under any insurance policy to the Lead Borrower or as the Lead Borrower may direct. (e) Maintain for themselves and other Loan Documents their Subsidiaries, a Directors and Officers insurance policy, and a summary schedule indicating all insurance then in force “Blanket Crime” policy including employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property, and computer fraud coverage with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained responsible companies in such policies, (ii) provide, except amounts as are customarily carried by business entities engaged in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgagesimilar businesses similarly situated, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt will, upon written request by the Administrative Agent of written notice of such cancellation or change. Any monies received by Agent, furnish the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms certificates evidencing renewal of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNeach such policy.

Maintenance of Insurance. The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties and assets against loss in the localities where the Borrower or damage by fire and such other insurable hazards as such assets are commonly insured (Subsidiary operates, including fire, extended coverage, business interruption, public liability, property damage, damage and worker's compensation, public . Insurance on the Collateral shall name the Bank as loss payee. The Borrower's liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts insurance policies shall name the Bank as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customaryan additional insured. At Upon the request of the Administrative AgentBank, the Borrower shall deliver furnish the Bank from time to time with full information as to the Administrative Agent certificates insurance carried by it and, if so requested, copies of all such insurance signed by policies. The Borrower shall also furnish to the Bank from time to time upon the request of the Bank a certificate of the Borrower's independent insurance broker describing and certifying as or other insurance specialist stating that all premiums then due on the policies relating to the existence of the insurance on the Collateral have been paid, that such policies are in full force and effect and that such insurance coverage and such policies comply with all the requirements of this subsection (c). All insurance policies required under this subsection (c) shall provide that they shall not be terminated or cancelled without at least 30 days' prior written notice to the Borrower and the Bank. Receipt of notice of termination or cancellation of any such insurance policies or reduction of coverages or amounts thereunder shall entitle the Bank to renew any such policies, cause the coverages and amounts thereof to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect at levels required pursuant to the Borrower. Such policies first sentence of this subsection (c) or otherwise to obtain similar insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless in place of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in each case at the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms expense of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNBorrower.

Maintenance of Insurance. The Borrower shallBorrower, at its expense, shall keep and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets maintain the Collateral insured against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coveragetheft, property damageexplosion, worker's compensationsprinklers, and all other hazards and risks ordinarily insured against by other owners who use such properties in businesses for the full insurable replacement value thereof. Borrower shall also keep and maintain business interruption insurance and public liability and business interruption insurance) property damage insurance relating to Borrower's ownership and against use of the Collateral and its other risks (including errors assets. All such policies of insurance shall be in such form, with such companies and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance may be satisfactory to the extent customaryAgent. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates certified copies of such policies of insurance signed and, upon Agent's request, evidence of the payments of all premiums therefor. All such policies of insurance except those of public liability and those relating to property damage caused by the Borrower or Borrower's independent agents and employees shall contain an endorsement in a form satisfactory to Agent showing Agent, on behalf of Lenders, as an additional insured thereunder, with a waiver of warranties thereof, and all proceeds payable thereunder shall be payable to Agent, on behalf of Lenders, and, upon receipt by Agent, shall be applied on the account of the Obligations. To secure the payment of the Obligations, Borrower grants Agent, on behalf of Lenders, a security interest in and to all such policies of insurance broker describing relating to the Collateral and certifying as the proceeds thereof, and Borrower shall direct all insurers under such policies of insurance relating to the Collateral to pay all proceeds thereof directly to Agent, on behalf of Lenders. Borrower hereby irrevocably appoints Agent, on behalf of Lenders (acting through any of Agent's officers, employees or agents designated by Agent) to act during the existence of an Event of Default, as Borrower's attorney in fact for the purpose of making, settling, and adjusting claims under such policies of insurance relating to the Collateral, endorsing the name of Borrower on any check, draft, instrument or other item of payment for the Collateral required to be maintained by this Agreement proceeds of such policies of insurance and other Loan Documents for making all determinations and a summary schedule indicating all insurance then in force decisions with respect to such policies of insurance. Absent the Borrowerexistence of an Event of Default, Borrower shall have the right to make, settle and adjust any and all claims under such policies of insurance; provided, however, that Borrower shall not legally conclude the settlement or adjustment of any claim in excess of Two Hundred Fifty Thousand Dollars ($250,000) without first obtaining the written consent of Agent. Such Borrower will not cancel any of such policies without Agent's prior written consent. Each such insurer shall agree by endorsement upon the policy or policies of insurance issued by it to Borrower as required above, or by independent instruments furnished to Agent, that it will give Agent at least ten (10) days' written notice before any such policy or policies of insurance shall contain special endorsementsbe altered or cancelled, which and that no act or default of Borrower, or any other Person, shall (i) specify affect the Collateral right of Agent as additional insuredto recover under such policy or policies of insurance required above or to pay any premium in whole or in part relating thereto. If Borrower fails to obtain such policy or policies of insurance, mortgagee Agent may, without waiving or releasing any Obligations or Default, but shall have no obligation to do so, obtain and lender loss payee as its interests may appear, regardless maintain such policies of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurancepay such premiums and take any other action with respect to such policies which Agent deems advisable. All sums so disbursed by Agent, that all insurance proceeds as well as reasonable attorneys' fees, court costs, expenses, and other charges relating thereto, shall be adjusted a part of the Obligations and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNon demand.

Maintenance of Insurance. The Borrower shallwill, and shall ------------------------ will cause each Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurancebusiness) and against other at least such risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and financially sound insurers, including self-insurance prudent in light of the size and nature of its business; and will furnish to the extent customary. At the request of the Administrative Agent, upon written request from the Borrower Administrative Agent, information presented in reasonable detail as to the insurance so carried. The Secured Parties shall deliver to be the additional insureds on any such liability insurance as their interests may appear and, if casualty insurance is obtained, the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as shall be a loss payee under any such casualty insurance; provided that, to the existence extent that the Administrative Agent, any Letter of Credit Issuer or any Lender receives proceeds of such casualty insurance and so long as no Event of Default has occurred and is then continuing, the Administrative Agent, such Letter of Credit Issuer or such Lender, as applicable, will deliver such proceeds to the Borrower to the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or repair of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrowerproperty insured thereby. Such All policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation required by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage this Agreement or First Mortgage, and (iii) any Security Document shall provide that no cancellation of such policies each insurer shall be effective until endeavor to give at least thirty (30) days after receipt by days’ prior written notice to the Administrative Agent of any cancellation of such insurance (or at least 10 day’s prior written notice in the case of cancellation of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant due to the Mortgage or First Mortgage) shall be applied in accordance with the terms non-payment of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNpremiums).

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire companies, associations or organizations reasonably satisfactory to the Administrative Agent covering such casualties, risks, perils, liabilities and such other insurable hazards as such assets are commonly insured (reasonably required by the Administrative Agent, including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses. In addition, the Borrower shall, and shall cause each of its Subsidiaries to, comply with reputable all requirements regarding insurance contained in the Security Instruments. (b) All certified copies of policies or certificates thereof, and financially sound insurersendorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. Unless the Senior Credit Agreement requires otherwise, including self-the policies of insurance to shall either have attached thereto a lender's loss payable endorsement for the extent customary. At the request benefit of the Administrative Agent, the Borrower shall deliver as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all policies of insurance required. Unless the Senior Credit Agreement requires otherwise, all policies or certificates of insurance signed by shall set forth the Borrower's independent insurance broker describing and certifying as to coverage, the existence limits of liability, the name of the insurance on carrier, the Collateral required to be maintained by this policy number, and the period of coverage. Unless the Senior Credit Agreement and other Loan Documents and a summary schedule indicating requires otherwise, all insurance then in force with respect to the Borrower. Such policies of insurance required under the terms hereof shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of such policy notwithstanding any act of negligence of the applicable Mortgage Borrower, or First Mortgagea Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in a forfeiture of the insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower and (iii) provide that no cancellation its Subsidiaries. Without limiting the generality of the foregoing provisions, unless the Senior Credit Agreement requires otherwise, Administrative Agent will be named as an additional insured and will be provided a waiver of subrogation on the Borrower's general liability and umbrella policies. Unless the Senior Credit Agreement requires otherwise, all such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be effective until canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least thirty (30) days after receipt by 30 days' prior written notice to the Administrative Agent unless such is cancelled for non-payment of written notice of such cancellation or change. Any monies received by premium and then the Administrative Agent or Collateral Agent constituting will be given 10 days notice of cancellation. In the event that, notwithstanding the "lender's loss payable endorsement" requirement of this Section 5.02, the proceeds of any insurance proceeds or condemnation proceeds (pursuant policy described above are paid to the Mortgage Borrower or First Mortgage) a Subsidiary and any Obligations are outstanding and the Senior Debt has been indefeasibly paid in full, the Borrower shall be applied in accordance with deliver such proceeds to the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAdministrative Agent immediately upon receipt.

Maintenance of Insurance. The Borrower shall7.1.3.1 Each Loan Party shall maintain, and shall ------------------------ cause each of its Subsidiaries toto maintain, insure insurance covering its properties and assets against loss or damage by fire and against such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Banks (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmenworker's compensation insurance, that all insurance proceeds for losses of less than $500,000 shall be adjusted with and payable in accordance to the Loan Parties and that all insurance proceeds for losses of $500,000 or more shall be adjusted with and payable to the terms Agent, (vi) include effective waivers by the insurer of all claims for insurance premiums against the applicable Mortgage or First MortgageAgent, and (iiivii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies received by The Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Without limiting the foregoing, the Borrower shall have on the Funding Date, $2,000,000 key-man insurance policies on each of the lives of XxXxxx and Few, which have been collaterally assigned to the Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms Collateral Assignment of the applicable Mortgage or First MortgageLife Insurance. 7.1.3.2 UNLESS THE BORROWER PROVIDES THE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE AGENT MAY PURCHASE INSURANCE AT THE BORROWER'S EXPENSE TO PROTECT THE AGENT'S AND THE BANKS' INTERESTS IN THE COLLATERAL. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNTHIS INSURANCE MAY, BUT NEED NOT, PROTECT THE BORROWERS' INTERESTS. THE COVERAGE THAT THE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST THE BORROWER IN CONNECTION WITH THE COLLATERAL. THE BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER PROVIDING THE AGENT WITH EVIDENCE THAT THE BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN.

Maintenance of Insurance. The Borrower shall(a) Maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and shall ------------------------ cause each of its Subsidiaries toother risks, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including firein amounts, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, with endorsements and with reputable and financially sound insurersinsurers (with a Best’s Financial Strength Rating of at least A+, including self-insurance unless otherwise approved by the Required Lenders in their discretion) satisfactory to the extent customaryRequired Lenders. At the request of All proceeds under each policy covering Collateral shall be payable to the Administrative AgentAgent as a lender loss payee/mortgagee. From time to time upon request, the Borrower shall deliver to the Administrative Agent certificates the originals or certified copies of its insurance signed by policies. Unless the Borrower's independent insurance broker describing and certifying as to Administrative Agent (at the existence direction of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance Required Lenders) shall contain special endorsementsagree otherwise, which each policy shall include satisfactory endorsements that (i) specify provide for not less than 30 days prior notice to the Collateral Administrative Agent as additional insuredof termination, mortgagee and lender loss payee as its interests may appear, regardless lapse or cancellation of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policiesinsurance, (ii) providewith respect to insurance covering Collateral, except in name the case of public liability insurance Administrative Agent as loss payee/mortgagee and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgageadditional insured, and (iii) provide specify that no cancellation the interest of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent shall not be impaired or invalidated by any act or negligence of written notice any Loan Party or the owner of such cancellation or changethe property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. Any monies received by If the Borrower fails to provide and pay for any insurance, the Administrative Agent or Collateral Agent constituting may, at its option, but shall not be required to, procure the insurance proceeds or condemnation proceeds (pursuant and charge the Borrower therefor. The Borrower agrees to deliver to the Mortgage Administrative Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or First Mortgagecompromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Administrative Agent (at the direction of the Required Lenders) shall be applied authorized to settle, adjust and compromise such claims. (b) In addition to the insurance required under clause (a) with respect to Collateral, maintain insurance with insurers (with a Best’s Financial Strength Rating of at least A+, unless otherwise approved by the Required Lenders in accordance their discretion) satisfactory to the Required Lenders, with respect to the terms properties and business of the applicable Mortgage Loan Parties, of such type (including product liability, workers’ compensation, larceny, embezzlement, or First Mortgage. The other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are at the time of placing such insurance requirements set forth herein may be satisfied through blanket insurance obtained customary for companies similarly situated and maintained by MPNwhich are available at commercially reasonable rates.