Common use of Maintenance of Insurance Clause in Contracts

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons. Not later than 30 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), the Borrower shall provide certificates and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each endorsements evidencing that each such policy of insurance shall (other than business interruption insurance, director and officer insurance and worker’s compensation insurance), as appropriateapplicable, (i) in the case of any general liability insurance policy, name names the Administrative Agent, on behalf of the Secured Parties, Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain contains a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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)Laws, then then, to the Parent extent required by the Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent (except after the occurrence and during the continuation of an Event of Default, not to exceed one time per fiscal year), deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain The Company shall, and shall cause each of its Subsidiaries to, maintain with insurance companies that the Parent Borrower Company believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower Company and the Restricted its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish Persons. Subject to Schedule G, no later than the Administrative Agent annuallyIssue Date (or the date any such insurance is obtained, upon written request from in the Administrative Agentcase of insurance obtained after the Issue Date), information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance (other than business interruption insurance, director and officer insurance and worker’s compensation insurance) shall as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Collateral Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Holders, as the loss payee and/or mortgagee thereunder. If the improvements on any portion real property that is subject to a mortgage in favor of any Mortgaged Property is the Collateral Agent are at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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)Program, then then, to the Parent Borrower extent required by applicable flood insurance laws, the Company shall, or shall cause each Loan Party to Guarantor to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Collateral Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws applicable flood insurance laws and (ii) upon the reasonable request of the Collateral Agent (except upon the occurrence and during the continuation of an Event of Default, not to exceed one (1) time per fiscal year), deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative AgentRequisite Holders Counsel or the Requisite Holders; provided that the Collateral Agent shall have no obligation or duty to obtain or monitor any insurance in respect of the Collateral. Additionally, includingthe Company shall, without limitationand shall cause each of its Subsidiaries to, evidence maintain with insurance companies that the Company believes (in the good faith judgment of annual renewals its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, cyber insurance of the kinds customarily insured against by Persons engaged in the same or similar business, of such insurancetypes and in such amounts (after giving effect to any self insurance customary for similarly situated Persons engaged in the same or similar businesses as the Company and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed or renewedBorrower, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. (b) Without limiting the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriateforegoing, (i) in the case of any general liability maintain, if available, fully paid flood hazard insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement all real property that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1968 (1994 or as now or hereafter in effect or successor act thereto)otherwise required by the Administrative Agent, then the Parent 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 Flood Insurance Laws and (ii) deliver furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such compliance in form policies prior to the expiration or lapse thereof, and substance reasonably acceptable (iii) furnish to the Administrative AgentAgent prompt written notice of any redesignation of any such improved real property into or out of a special flood hazard area. (c) Subject to Section 7.21, includingcause the Administrative Agent and its successors and/or assigns to be named as lender’s loss payee or mortgagee as its interest may appear, without limitationwith respect to any such insurance providing property coverage, evidence and/or additional insured with respect to any such insurance providing liability coverage, and cause each provider of annual renewals any such insurance to agree, by endorsement upon the policy or policies issued by it, that it will give the Administrative Agent thirty (30) days (or such lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be canceled. So long as no Event of Default shall have occurred and be continuing, subject to Section 2.03(b), the Borrower and its Subsidiaries may retain all or any portion of the proceeds of any insurance of the Borrower and its Subsidiaries (and the Administrative Agent shall promptly remit to the Borrower any proceeds with respect to such insuranceinsurance received by it). (d) Promptly notify the Administrative Agent of any real property subject to a Mortgage that is, or becomes, a Flood Hazard Property.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Holdings, the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carriedPersons. Each such policy of insurance shall as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured PartiesLenders, as an additional insured thereunder as its interests interest may appear, and appear or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the Parent extent required by applicable Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent 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, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Holdings, the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, Persons. (ib) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (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 on the Closing Date or thereafter or any successor act thereto), then the Parent Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurerinsurer (except to the extent that any insurance company insuring the Mortgaged Property of such Loan Party ceases to be financially sound and reputable after the Closing Date, in which case, such Loan Party shall promptly replace such insurance company with a financially sound and reputable insurance company), flood insurance in an amount as the Administrative Agent and the Lenders may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) promptly upon request of the Administrative Agent or any Lender, will deliver to the Administrative Agent for distribution to the Lenders, evidence of such compliance in form and substance reasonably acceptable to the Administrative AgentAgent and such Lender, including, without limitation, evidence of annual renewals of such insurance. (c) All such liability and casualty insurance (other than business interruption insurance) as to which the Administrative Agent shall have reasonably requested to be so named, shall name the Administrative Agent as additional insured or lender loss payee, as applicable.

Maintenance of Insurance. (a) Maintain with insurance companies that not Affiliates of the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedBorrower, insurance with respect to its 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 compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish all such insurance shall (i) provide for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request from lapse or cancellation of such insurance (other than for the Administrative Agentnon-payment of premiums, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance for which not less than 10 days’ prior notice shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appearbe provided), and (ii) name (A) the Collateral Agent as mortgagee or lender’s loss payee (in the case of each casualty insurance policy, contain a loss payable clause property insurance) or endorsement that names (B) the Collateral Agent and the Administrative Agent, Agent as additional insured on behalf of the Secured Parties (in the case of liability insurance), as applicable. (b) Upon the loss payee and/or mortgagee thereunder. request of the Administrative Agent, subject to the limitations set forth in the Intercreditor Agreement, after the occurrence and during the continuance of any Event of Default, the Borrower or any such Restricted Subsidiary shall execute and deliver to the Administrative Agent any additional assignments and other documents as may be reasonably necessary to enable the Administrative Agent or the Collateral Agent, as applicable, to directly collect any Insurance or Condemnation Proceeds. (c) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time Loan Parties (other than any Permitted Self-Insurance Program), reasonably acceptable to the relevant coverage is placed or renewedAdministrative Agent, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations or as is required by applicable Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance are reasonably acceptable to the Administrative Agent. (a) 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), includingin form and substance satisfactory to the Collateral Agent, without limitationwhich 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 (and the Collateral Agent agrees, unless a Cash Dominion Trigger Event is then continuing, to deliver such insurance proceeds as the Lead Borrower may direct), (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 Collateral 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 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 (and the Collateral Agent agrees, unless a Cash Dominion Trigger Event is then continuing, to deliver such insurance proceeds as the Lead Borrower may direct), (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 and (iii) such other provisions as the Collateral 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(a) 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 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 Collateral Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of annual renewals renewal of a policy previously delivered to the Collateral Agent, including an insurance binder) together with evidence reasonably satisfactory to the Collateral Agent of payment of the premium therefor. (b) None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance 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 insuranceloss 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 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. (c) Maintain for themselves, a Directors and Officers insurance policy, and a “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 the Administrative Agent furnish the Administrative Agent certificates evidencing renewal of each such policy. (d) [Intentionally omitted.] (e) Subject to the limitations on inspections contained elsewhere in this Agreement, permit any representatives that are designated by the Collateral Agent to inspect the insurance policies maintained by or on behalf of the Loan Parties and to inspect books and records related thereto and any properties covered thereby, all at the Loan Parties’ expense.

Maintenance of Insurance. (1) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedrenewed or with a Captive Insurance Subsidiary, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, 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 will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Each Subject to Section 6.13(2), each such policy of insurance shall will, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear or (ii) in the case of each casualty insurance policy, contain a an additional loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the additional loss payee and/or mortgagee thereunder. . (2) If any improved portion of any Mortgaged Property is at any time 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)Laws, then the Parent Borrower shallwill, or shall will cause each Loan Party to (ia) 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 Flood Insurance Laws and (iib) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent; provided that to the extent that the requirements of this Section 6.07 are not satisfied on the Effective Date, including, without limitation, evidence the Borrower may satisfy such requirements in accordance with the Collateral and Guarantee Requirement and Section 6.11(2)(b) but in no event later than ten (10) days prior to the recording of annual renewals the Mortgages and the delivery of such insurancethe other real estate items required to be delivered pursuant to the Collateral and Guarantee Requirement and Section 6.11(2)(b).

Maintenance of Insurance. Maintain (a) Maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to on all its properties material Property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business against loss or damage of the kinds customarily interruption) as are usually insured against in the same general area by Persons companies engaged in the same or a similar business. All such insurance shall, 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annuallyextent customary (but in any event, upon written request from the Administrative Agent, information presented in reasonable detail as to the not including business interruption insurance so carried. Each such policy of insurance shall as appropriate, and personal injury insurance) (i) in provide that no cancellation thereof shall be effective until at least 10 days after receipt by the case Agent of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, written notice thereof and (ii) in name the case of each casualty insurance policy, contain a Agent as insured party or lender’s loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. payee. (b) If any portion of any Mortgaged Property subject to a Mortgage is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. (i) Cause fire and extended coverage policies maintained with respect to any Collateral to be endorsed or otherwise 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, includingwhich 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, without limitation(B) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer and (C) such other provisions as the Agent may reasonably require from time to time to protect the interests of the 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 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. (d) 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 annual renewals renewal of such insurancea policy previously delivered to the Agent, including an insurance binder) together with evidence reasonably satisfactory to the Agent of payment of the premium therefor.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Holdings, the Parent Borrower Borrowers and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons. (b) Subject to Section 6.13(c) and will furnish the terms of any Acceptable Intercreditor Agreement, property coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include (i) a mortgage clause (regarding improvements to Real Property) and a lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the Administrative Agent annuallyAgents, upon written request from 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, information presented in reasonable detail and (ii) such other provisions as the Administrative Agent may reasonably require from time to time to protect the insurance so carriedinterests 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 6.07(b) shall also provide that it shall not be canceled (x) by reason of insurance shall as appropriate, nonpayment of premium except upon (iA) in the case of any general liability insurance policypolicies, name not less than 10 days’ prior notice thereof by the insurer to the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and Agent or (iiB) in the case of each casualty insurance policypolicies, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified not less than 30 days’ prior notice thereof 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 Parent 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 Flood Insurance Laws and (ii) deliver insurer to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable or (y) for any other reason except upon not less than 30 days’ prior notice thereof by the insurer to the Administrative Agent. The Lead Borrower shall deliver to the Administrative Agent, includingprior to the cancellation, without limitationmodification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of annual renewals renewal of such insurancea policy previously delivered to the Administrative Agent, including an insurance binder) together with evidence satisfactory to the Administrative Agent of payment of the premium therefor.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies reasonably acceptable to the time Administrative Agent and not Affiliates of the relevant coverage is placed or renewedLoan Parties (except to the extent that the Insurance Captives are Affiliates of the Loan Parties), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations and as is otherwise required by applicable Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish as are reasonably acceptable to the Administrative Agent, including coverage for business interruption and public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it. (b) Cause fire and extended coverage policies maintained with respect to any Collateral and business interruption coverage to provide (by endorsement or otherwise): (i) a non-contributing mortgage clause (regarding improvements to real property); (ii) that none of the Loan Parties, Secured Parties or any other Person (other than an Insurance Captive) shall be a co-insurer; (iii) a customary lender’s loss payable clause, in form and substance reasonably satisfactory to the Administrative Agent, which shall provide that the insurance carrier shall pay all proceeds otherwise payable to the Loan Parties under the policies to the Administrative Agent annually, upon written request from as its interests may appear (it being understood that there will be a separate lender’s loss payable clause for the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf benefit of the Secured Parties, as an additional insured thereunder ABL Facility Agent as its interests may appear, and that the rights of Administrative Agent and ABL Facility Agent will be subject to the Intercreditor Agreement); (iiiv) that neither the Loan Parties, the Administrative Agent nor any other Person (other than an Insurance Captive) shall be a co-insurer thereunder; (v) a “Replacement Cost Endorsement”, without any deduction for depreciation; and (vi) such other provisions as the Administrative Agent may reasonably require from time to time to protect its and the Lenders’ interests. (c) Cause commercial general liability policies to provide coverage to the Administrative Agent as an additional insured. (d) (i) Cause each policy of insurance required by this Section 5.07 to also provide that it shall not be canceled by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Administrative Agent or for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent, except, in each case, in the case of each casualty force majeure, (ii) notify the Administrative Agent promptly (and in any event within five (5) Business Days) whenever it receives a notice from the insurance policy, contain a carrier that any policy required by this Section 5.07 will be canceled for any reason and (iii) use reasonable efforts to include in such clause that the insurance carrier will provide prior written notice to the loss payable clause payee of any modification to the policy so as to reduce the scope or endorsement amount of coverage in any material respect and otherwise notify the Administrative Agent on or about the date that names any policy required by this Section 5.07 is modified so as to reduce the scope or amount of coverage in any material respect. (e) Deliver to the Administrative Agent, on or about the date of cancellation or non-renewal of any policy of insurance required by this Section 5.07, a certificate of insurance for the replacement policy; and deliver to the Administrative Agent, on or about the date of the renewal of any policy of insurance required by this Section 5.07, a certificate evidencing renewal of each such policy. (f) Maintain for themselves and their Subsidiaries, a Directors and Officers insurance policy, and a “Blanket Crime” policy, the “Blanket Crime” policy including employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, and computer fraud coverage, placed with responsible companies and otherwise as customarily insured against by Persons engaged in the same or similar business and operating in the same or similar locations and as is otherwise required by applicable Law, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons, and will upon request by the Administrative Agent furnish the Administrative Agent certificates evidencing renewal of each such policy. (g) Permit, upon the reasonable request of the Administrative Agent, any representatives that are designated by the Administrative Agent to inspect the insurance policies maintained by or on behalf of the Secured Loan Parties as and to inspect books and records related thereto and any properties covered thereby at any reasonable time during business hours. (h) Deliver to the loss payee and/or mortgagee thereunder. Administrative Agent, upon the Administrative Agent’s reasonable request therefor, (A) copies and updated certificates of insurance for the insurance policies required by this Section 5.07 and the applicable provisions of the Security Documents, and (B) duplicate originals or certified copies of all such policies covering any Collateral. (i) If any portion of any Mortgaged Property is at any time the area in which any Real Estate Collateral Property subject to a Mortgage is located is designated (i) in an area identified by the Federal Emergency Management Agency (or any successor agency) as a federally designated “special flood hazard area with respect area,” flood hazard insurance in an amount equal to which flood the maximum amount of such insurance has been made available under the National Flood Insurance Act of 1968 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended to comply with current regulations required or (ii) in “seismic zone” 3 or 4 (as now or hereafter defined in effect or successor act theretothe Uniform Building Code 1997 map published by the International Conference of Building Officials), then obtain earthquake insurance in such total amount as is customarily carried under similar circumstances by Persons engaged in the Parent Borrower shallsame or similar business and operating in the same or similar locations, and as is otherwise required by applicable Law, and as is reasonably acceptable to the Administrative Agent. (j) With respect to any Real Estate Collateral Property, carry and maintain commercial general liability insurance on an occurrence basis covering bodily injury including death, and property damage liability in such amounts (after giving effect to any self-insurance compatible with the following standards) as is customarily carried under similar circumstances by Persons engaged in the same or shall cause each Loan Party similar business and operating in the same or similar locations or as required by applicable Law, and as is reasonably acceptable to the Administrative Agent, naming the Administrative Agent as an additional insured. (i) maintain, Notify the Administrative Agent promptly whenever any separate insurance concurrent in form or cause contributing in the event of loss with that required to be maintainedmaintained under this Section 5.07 is taken out by any Loan Party, 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence a certificate of insurance for such policy or policies within thirty (30) days of such compliance in form and substance reasonably acceptable to policy or policies (or, at the reasonable request of the Administrative Agent, includingduplicate originals thereof) being taken out by any Loan Party. (l) The insurance companies providing the insurance required to be maintained under this Section 5.07 shall have no rights of subrogation against any Secured Party or its agents or employees. If, without limitationhowever, evidence the insurance policies do not provide waiver of annual renewals 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 Secured Parties and their agents and employees to the extent payment for such insuranceloss or damage is actually made by the insurance companies issuing the insurance policies required to be maintained under this Section 5.07. The designation of any form, type or amount of insurance coverage by any Secured Party under this Section 5.07 shall in no event be deemed a representation, warranty or advice by such Secured Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection of their properties.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (upon its inventory, equipment and other personal and real property in the good faith judgment of its management) are financially sound such form, written by such companies, in such amounts, for such periods, and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of the kinds such risks as customarily insured against by Persons engaged in the same or similar businessbusiness and as required by applicable Laws and the Collateral Documents, with provisions for, with respect to Loan Parties, payment of all losses thereunder to the Administrative Agent and such types Loan Parties as their interests may appear (with lender’s loss payable, mortgagee, and additional insured endorsements, as appropriate, in favor of the Administrative Agent). Any such amounts policies of insurance shall provide for no fewer than thirty (30) days’ prior written notice of cancellation to the Administrative Agent and the Lenders. The Administrative Agent is hereby authorized to act as attorney-in-fact for the Loan Parties in (after giving effect to the occurrence and during the continuation of an Event of Default) obtaining, adjusting, settling and canceling such insurance and indorsing any self-insurance reasonable and customary for similarly situated Persons engaged in drafts. Within ten (10) Business Days of the same or similar businesses as Administrative Agent’s written request, the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will shall furnish to the Administrative Agent annuallysuch information about the insurance of the Loan Parties and the Subsidiaries thereof (including, upon written request from without limitation, copies of insurance policies of the Loan Parties and the Subsidiaries) as the Administrative AgentAgent may from time to time reasonably request, which information presented shall be prepared in reasonable form and detail as satisfactory to the insurance so carried. Each such policy of insurance shall as appropriate, Administrative Agent and certified by a Responsible Officer. (ib) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent 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 Flood Insurance applicable flood insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent The Borrower believes (in the good faith judgment will, and will cause each of its management) are Subsidiaries to, maintain with financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted its Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will in any case, with coverage amounts of at least the amounts in effect on the Original Closing Date. Upon the reasonable request of the Administrative Agent, the Borrower shall furnish to the Administrative Agent annually, upon written request from the Administrative Agent, time to time: (i) full information presented in reasonable detail as to the insurance carried by the Borrower and each of its Subsidiaries and, if so carriedrequested, copies of all such insurance policies and (ii) a certificate from the Borrower’s insurance broker or other insurance specialist stating that all premiums then due on the policies relating to insurance on the Collateral have been paid and that such policies are in full force and effect. Each All such policy of insurance policies required to be maintained pursuant to this Section shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf for its benefit and the benefit of the Secured PartiesLenders, as an mortgagee (in the case of property insurance) or as loss payee or additional insured thereunder (in the case of liability insurance), as its interests may appearapplicable, and provide that no cancellation of such policies will be made without at least thirty (30) days (ten (10) days for nonpayment of premium) prior written notice to the Administrative Agent and (ii) be in addition to any requirements to maintain specific types of insurance contained in the case other Loan Documents. Receipt of each casualty notice of cancellation of any such insurance policy, contain a loss payable clause policies or endorsement that names the reduction of coverage or amounts of coverage thereunder shall entitle the Administrative AgentAgent to renew any such policies, on behalf of cause the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause coverages and amounts thereof 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 maintained at levels required pursuant to the Flood Insurance Laws and (ii) deliver first sentence of this Section 5.06 or otherwise to the Administrative Agent evidence obtain similar insurance in place of such compliance policies, in form each case at the expense of the Borrower (to be payable on demand). The amount of any such expenses shall accrue interest at the Default Rate if not paid on demand and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceshall constitute “Obligations”.

Maintenance of Insurance. (a) (i) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed Company or renewedany Subsidiary, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and otherwise as required by the Security Instruments; (ii) maintain general public liability insurance at all times with financially sound and reputable insurance companies not Affiliates of the Company or any Subsidiary, against liability on account of damage to persons and property; and (iii) maintain insurance to the extent required under all applicable workers’ compensation laws and against loss by reason of business interruption with such types insurance policies to be in form reasonably satisfactory to the Administrative Agent. Each of the policies described in this Section 6.07 shall provide that the insurer shall give the Administrative Agent not less than thirty (30) days’ (or ten (10) days’ in the case of termination for non-payment) prior written notice before any material amendment to any such policy by endorsement or any lapse, termination or cancellation thereof, each such policy of liability insurance shall list the Administrative Agent as an additional insured, and each such policy of casualty insurance with respect to the Mortgaged Properties shall list the Administrative Agent as lenders loss payable and mortgagee in accordance with Schedule 6.07 and, in each case, in form and substance satisfactory to the Administrative Agent. (b) Without limitation of the foregoing, the Loan Parties shall keep each of the Mortgaged Properties insured during the term of this Agreement, for the mutual benefit of the Loan Parties and the Administrative Agent (on behalf of the Lenders), against fire and such other hazards that would be covered by an insurance policy issued on a Special Form Cause of Loss (“All Risk”) basis (“Casualty Policy”), in accordance with the insurance requirements set forth on Schedule 6.07. (c) The Loan Parties shall (i) maintain fully paid flood hazard insurance on all Flood Hazard Properties constituting Collateral, on such terms and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same as required by The National Flood Insurance Reform Act of 1994 or similar businesses as the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances otherwise required by such other Persons and will furnish to the Administrative Agent annuallyor any Lender, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such compliance in form policies prior to the expiration or lapse thereof, and substance reasonably acceptable (iii) furnish to the Administrative Agent, including, without limitation, evidence Agent prompt written notice of annual renewals any redesignation of such insuranceany Mortgaged Property into or out of a special flood hazard area.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time Loan Parties (other than any Permitted Self-Insurance Program), reasonably acceptable to the relevant coverage is placed or renewedAdministrative Agent, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations or as is required by applicable Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance are reasonably acceptable to the Administrative Agent. (a) 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), includingin form and substance satisfactory to the Collateral Agent, without limitationwhich 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 (and the Collateral Agent agrees, unless a Cash Dominion Trigger Event is then continuing, to deliver such insurance proceeds as the Lead Borrower may direct), (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 Collateral 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 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 (and the Collateral Agent agrees, unless a Cash Dominion Trigger Event is then continuing, to deliver such insurance proceeds as the Lead Borrower may direct), (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 and (iii) such other provisions as the Collateral 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(a) 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 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 Collateral Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of annual renewals renewal of a policy previously delivered to the Collateral Agent, including an insurance binder) together with evidence reasonably satisfactory to the Collateral Agent of payment of the premium therefor. (b) None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance 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 insuranceloss 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 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. (c) Maintain for themselves, a Directors and Officers insurance policy, and a “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 the Administrative Agent furnish the Administrative Agent certificates evidencing renewal of each such policy. (d) [Intentionally omitted.] (e) Subject to the limitations on inspections contained elsewhere in this Agreement, permit any representatives that are designated by the Collateral Agent to inspect the insurance policies maintained by or on behalf of the Loan Parties and to inspect books and records related thereto and any properties covered thereby, all at the Loan Parties’ expense.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed or renewedBorrower, insurance with respect to its properties Properties and business business, to the extent and 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish such other insurance as may be required by law. (i) Cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement, in form and substance reasonably satisfactory to the Administrative Agent, which endorsement shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent of the occurrence of an Event of Default, the insurance carrier shall pay all claim proceeds otherwise payable to the Borrower or the Loan Parties under such policies directly to the Administrative Agent; (ii) upon the reasonable request of the Administrative Agent, deliver original or certified copies of all such policies and/or written summaries of such policies to the Administrative Agent; (iii) cause each such policy to provide that it shall not be canceled or not renewed upon not less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent annually, (or upon not less than 10 days’ prior written request from notice with regards to non-payment of premiums); (iv) cause each such policy of liability insurance to name the Administrative Agent as additional insured and provide for a waiver of subrogation in favor of the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, ; and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (iiv) deliver to the Administrative Agent Agent, prior to the cancellation or nonrenewal of any such policy of insurance, evidence of such compliance in form and substance reasonably acceptable renewal of a policy previously delivered to the Administrative Agent, including, without limitation, Agent (or evidence of annual renewals the effectiveness of such a substitute policy of insurance) together with evidence satisfactory to the Administrative Agent of payment of the premium therefor. (c) Apply any proceeds received from any policies of insurance relating to any Collateral to the Obligations as set forth in Section 2.07(c).

Maintenance of Insurance. (1) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedrenewed or with a Captive Insurance Subsidiary, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, 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 will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Each such policy of insurance shall will as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear or (ii) in the case of each casualty insurance policy, contain a an additional loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the additional loss payee and/or mortgagee thereunder. ; provided that to the extent that the requirements of this Section 6.07 are not satisfied on the Closing Date, the Borrower may satisfy such requirements within ninety (90) days of the Closing Date (or such later date as the Administrative Agent may agree). (2) If any improved portion of any Mortgaged Property is at any time 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)Laws, then the Parent Borrower shallwill, or shall will cause each Loan Party to (ia) 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 Flood Insurance Laws and (iib) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain Such Grantor will maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedcompanies, insurance with respect to its properties policies (i) insuring the Inventory, Equipment and business Vehicles against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessfire, of such types explosion, theft 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish casualties as may be reasonably satisfactory to the Administrative Agent annually, upon written request from in amounts comparable to amounts of insurance coverage obtained by similar businesses of similar size acting prudently and (ii) insuring each Grantor and the Administrative AgentAgent (for the benefit of the Lenders, information presented the Issuing Lenders and the other Secured Parties) against liability for personal injury and property damage relating to such Inventory, Equipment and Vehicles, such policies to be in reasonable detail such form and amounts and having such coverage as shall be comparable to forms, amounts and coverage, respectively, obtained by similar businesses of similar size acting prudently, with losses payable to any Grantor and the insurance so carried. Each such policy Administrative Agent (for the benefit of insurance shall the Lenders, the Issuing Lenders and the other Secured Parties) as appropriatetheir respective interests may appear or, (i) in the case of any general liability insurance, showing the Administrative Agent (for the benefit of the Lenders, the Issuing Lenders and the other Secured Parties) as additional insured parties. All such insurance policyshall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice thereof (unless the policy of the applicable insurance company shall be not to provide such assurance), (ii) name the Administrative AgentAgent as insured party and loss payee, on behalf (iii) include a breach of the Secured Parties, as an additional insured thereunder as its interests may appear, warranty clause and (iiiv) be reasonably satisfactory in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names all other respects to the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent Borrower shall, or Each Grantor 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence a report of a reputable insurance broker with respect to such compliance in form insurance when available during each calendar year and substance reasonably acceptable to such supplemental reports with respect thereto as the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceAgent may from time to time reasonably request.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies reasonably acceptable to the time Agent that are not Affiliates of the relevant coverage is placed or renewedLoan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations or as is required by Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish as are reasonably acceptable to the Administrative Agent. (b) Maintain for themselves and their Subsidiaries, a Directors and Officers insurance policy, and a “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 the Agent annuallyfurnish the Agent certificates evidencing renewal of each such policy. (c) Cause fire and extended coverage policies maintained with respect to any Collateral to be endorsed or otherwise amended to include (i) a non-contributing mortgage clause (regarding improvements to Real Estate) and lenders’ loss payable clause (regarding personal property), upon written request from in form and substance satisfactory to the Administrative Agent, information presented in reasonable detail as which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the insurance so carried. Each Loan Parties under the policies directly to the Agent, (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 Agent may reasonably require from time to time to protect the interests of the Credit Parties. (d) Cause commercial general liability policies to be endorsed to name the Agent as an additional insured. (e) 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 Third Restatement 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 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. (f) Cause each such policy referred to in this Section 6.07 to also provide that it shall not be canceled, modified or not renewed (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. (g) Deliver to the Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance shall as appropriateinsurance, a copy of a renewal or replacement policy (i) in or other evidence of renewal of a policy previously delivered to the case of any general liability insurance policy, name the Administrative Agent, including an insurance binder) together with evidence satisfactory to the Agent of payment of the premium therefor. (h) Permit any representatives that are designated by the Agent to inspect the insurance policies maintained by or on behalf of the Secured Loan Parties and to inspect books and records related thereto and any properties covered thereby. None of the Credit Parties, as an additional or their agents or employees shall be liable for any loss or damage insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (insurance policies required to be maintained under this Section 6.07. Each Loan Party shall look solely to its insurance companies or any successor agency) 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 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)required above, then the Parent Borrower shallLoan Parties hereby agree, 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 Flood Insurance Laws extent permitted by law, to waive their right of recovery, if any, against the Credit Parties and (ii) deliver to their agents and employees. The designation of any form, type or amount of insurance coverage by any Credit Party under this 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 Administrative Agent evidence purposes of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence business of annual renewals the Loan Parties or the protection of such insurancetheir properties.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed or renewedBorrower, (a) insurance with respect to its properties 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 (including, without limitation, casualty, hazard, theft, malicious mischief, flood and other risks) 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons; (b) business interruption insurance in an amount reasonably satisfactory to the Administrative Agent, with deductibles and will furnish subject to an Insurance Assignment reasonably satisfactory to the Administrative Agent; and (c) any other insurance that the Administrative Agent, in its commercially reasonable opinion, requires in order to adequately protect both the Administrative Agent’s and Lenders’ interests in all or any portion of the Collateral and to ensure that each Borrower and each Subsidiary is protected by insurance in amounts and with coverage customary for its industry. Unless the Administrative Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing the Administrative Agent as loss payee or an additional insured, as applicable; (ii) (unless waived by the Administrative Agent) requiring 30 days prior written notice to the Administrative Agent annuallyin the event of termination, upon written request from lapse or cancellation of any policy for any reason whatsoever; and (iii) (unless waived by the Administrative Agent) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property. Unless the Administrative Agent shall agree otherwise, as soon as is reasonably practicable but in any event on or prior to the expiration date of any policy evidencing insurance required under this Section 6.07, a renewal thereof reasonably satisfactory to the Administrative Agent shall be delivered to the Administrative Agent or substitution thereof, together with receipts or other evidence of the payment of any premiums then due on such renewal policy or substitute policy. If any Borrower fails to provide and pay for any insurance, the Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to the Administrative Agent, information presented in reasonable detail promptly as rendered, copies of all reports made to the insurance so carriedcompanies. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name If reasonably requested by the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, each Borrower shall and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent Borrower shall, or shall cause each Loan Party Subsidiary 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence from time to time a report of such compliance in form and substance a reputable insurance broker reasonably acceptable satisfactory to the Administrative Agent, includingwith respect to its insurance policies. From time to time upon request, without limitationBorrowers shall deliver to the Administrative Agent the originals or certified copies of its insurance policies and updated flood plain searches. If an Event of Default occurs and is continuing, evidence and at the request of annual renewals the Administrative Agent, Borrowers shall deposit with the Administrative Agent on the first day of each calendar month thereafter, a sum in an amount determined by the Administrative Agent from time to time by written notice to Borrower Agent, in order to accumulate funds sufficient to permit the Administrative Agent to pay all premiums payable in connection with the insurance required hereunder at least thirty (30) days prior to the date or dates on which they shall become due. Upon demand by the Administrative Agent, Borrowers shall deliver to the Administrative Agent such insuranceadditional monies as are required to satisfy any deficiencies in the amounts necessary to enable the Administrative Agent to pay such premiums thirty (30) days prior to the date they shall become due. The Administrative Agent shall pay such premiums as they become due to the extent of the funds on deposit with the Administrative Agent from time to time.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedrenewed or with a Captive Insurance Subsidiary that is financially sound, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, upon reasonable written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall shall, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured PartiesLenders, as an additional insured thereunder as its interests may appear, and appear and/or (ii) in the case of each applicable property and casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property real property that is subject to a Mortgage is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area Special Flood Hazard Area, then the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, as soon as reasonably possible release the Mortgage with respect to which such real property. (b) Any increase, extension or renewal of any Facility shall be subject to due diligence with respect to flood insurance has been made available under requirements for any Mortgaged Properties and evidence of compliance with the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Parent 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 requirements set forth in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver Loan Document that is reasonably satisfactory to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceLenders.

Maintenance of Insurance. Maintain (a) The Loan Parties shall maintain compliance with the requirements set forth in Schedule 5.11 (the “Required Insurance” ). If the Loan Parties fail to take out or maintain the full insurance companies that coverage required by this Section 5.11, the Parent Administrative Agent, upon 10 Business Days’ prior notice (unless the aforementioned insurance would lapse within such period or has already lapsed, in which event notice shall not be required) to the Borrower believes of any such failure, may (in but shall not be obligated to) take out the good faith judgment required policies of its management) are financially sound insurance and reputable pay the premiums on the same. All amounts so advanced by the Administrative Agent shall become Secured Obligations and the Borrower shall forthwith pay such amounts to the Administrative Agent, together with interest from the date of payment by the Administrative Agent at the time rate specified in Section 2.13( c). The Borrower shall promptly reimburse the relevant coverage is placed or renewedAdministrative Agent for all such premiums and related costs and expenses thereto. Within 30 days after each annual policy renewal date, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish shall deliver to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) a certificate from the Borrower’s insurance broker(s), dated within such 30-day period, substantially in the case form of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appearExhibit I, and (ii) customary insurance certificates (it being understood that such certificates substantially in the case of each casualty insurance policyform as previously delivered shall be deemed to be customary) confirming that the Borrower has obtained the Required Insurance. (b) The Borrower shall, contain a loss payable clause or endorsement that names within sixty (60) days following the Closing Date, deliver to the Administrative Agent copies of all insurance policies held by any Loan Party. If a Flood Redesignation shall occur with respect to any Mortgaged Property, the Administrative Agent shall obtain a completed Flood Hazard Determination with respect to the Mortgaged Property (and provide a copy thereof to the Collateral Agent), on behalf and the Borrower shall comply with the Flood Requirements with respect to such Mortgaged Property by not later than 90 days after the date a Responsible Officer of the Secured Parties Borrower has obtained knowledge of such Flood Redesignation. (c) As a condition precedent to the occurrence of any Flood Compliance Event (other than a Flood Redesignation), the Borrower shall comply, or re-comply, as the loss payee and/or mortgagee thereunder. case may be, with the Flood Requirements applicable to such Flood Compliance Event. (d) If any portion of any Mortgaged Property is at any time located a Flood Hazard Property, the Borrower shall promptly (but in an area identified no event later than sixty (60) days after the date of such flood designation or any earlier date required by the Federal Emergency Management Agency Flood Insurance Laws) provide to the Administrative Agent and the Collateral Agent the Flood Insurance Documents with respect to such Mortgaged Property. The Collateral Agent shall provide to the Secured Parties copies of the Flood Insurance Documents, to the extent received from the Borrower. The Collateral Agent agrees to request such Flood Insurance Documents at the request of any Secured Party. The Borrower and each other Loan Party shall cooperate with the Administrative Agent and the Collateral Agent in connection with compliance with the Flood Insurance Laws, including by providing any information reasonably required by the Administrative Agent (or by any successor agencySecured Party through the Administrative Agent) in order to confirm compliance with the Flood Insurance Laws. For the avoidance of doubt, if the Borrower intends to construct a “Building” (as defined in 12 C.F.R. Chapter III, Section 339.2) in a special flood hazard area with respect within a Mortgaged Property, the Borrower will provide advance written notice to which flood insurance has been made available under the National Flood Insurance Act Administrative Agent and the Collateral Agent of 1968 (as now or hereafter in effect or successor act thereto)the planned construction commencement date, then and, to the Parent 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 extent required by the Flood Insurance Laws and (ii) deliver at such time, will provide to the Administrative Agent evidence of and the Collateral Agent the Flood Insurance Documents with respect to such compliance in form and substance reasonably acceptable “Building” on or prior to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurancedate construction commences.

Maintenance of Insurance. Maintain (a) Maintain, or cause to be maintained, with the Captive Insurance Subsidiaries or with insurance companies that reasonably believed by the Parent Borrower believes (in the good faith judgment of its management) are to be financially sound and reputable at (none of which are Affiliates of the time Loan Parties, except for the relevant coverage is placed or renewed, Captive Insurance Subsidiaries) insurance with respect to its properties and business against loss or damage of the kinds damage, in such amounts, with such deductibles and covering such risks as are customarily insured against carried by Persons engaged in similar businesses and owning similar properties in the same or similar businesslocalities where the applicable Loan Party or the applicable Subsidiary operates, of such types including without limitation flood insurance; provided, however, that the Borrower and in such amounts (after giving effect to any its Subsidiaries may self-insurance reasonable insure to the same extent as other companies engaged in similar businesses and customary for similarly situated Persons engaged owning similar properties in the same general areas in which the Borrower or similar businesses as the Parent Borrower such Subsidiary operates and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the extent consistent with prudent business practice. The Administrative Agent annuallyshall be named as mortgagee with respect to real property insurance policies, loss payee with respect to liability insurance policies and additional insured with respect to all liability policies, in each case as its interest may appear, with respect to any such insurance providing coverage in respect of any material Collateral, and each provider of any such insurance shall agree, by endorsement upon written request from the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, information presented in reasonable detail as to that it will give the insurance so carried. Each Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled. The Captive Insurance Subsidiaries shall not provide insurance or reinsurance coverage for any Person other than the Borrower, the other Loan Parties, Affiliates of insurance shall as appropriateBorrower, the other Excluded Subsidiaries, transportation providers or Managed Entities, without the prior written consent of the Administrative Agent. (b) Without limiting the foregoing, (i) in the case of any general liability maintain, if available, fully paid flood hazard insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement all real property that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1968 (1994 or as now or hereafter in effect or successor act thereto)otherwise required by the Administrative Agent, then the Parent 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 Flood Insurance Laws and (ii) deliver furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such compliance in form policies prior to the expiration or lapse thereof, and substance reasonably acceptable (iii) furnish to the Administrative Agent, including, without limitation, evidence Agent prompt written notice of annual renewals any redesignation of any such insuranceimproved real property into or out of a special flood hazard area.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at (that are not Affiliates of the time the relevant coverage is placed or renewed, Borrower) insurance with respect to its 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 persons engaged in the same or similar businesses as the Parent Guarantor, the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish within sixty (60) days after the Funding Date (or such later date as the Administrative Agent may agree in its sole discretion), providing for not less than thirty (30) days’ prior notice to the Administrative Agent annuallyof termination, upon written request from lapse or cancellation of such insurance, which insurance (except as to Excluded Subsidiaries) within sixty (60) days after the Funding Date (or such later date as the Administrative AgentAgent may agree in its sole discretion), information presented in reasonable detail shall name the Administrative Agent as to the insurance so carried. Each such policy of insurance shall as appropriate, loss payee (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an casualty insurance) or additional insured thereunder as its interests may appear, and (ii) in the case of each liability insurance); provided, however, if any insurance proceeds are paid on the account of a casualty insurance policyto assets or properties of any Loan Party that do not constitute Collateral and at such time no Event of Default shall have occurred and is continuing, contain a loss payable clause or endorsement that names then the Administrative AgentAgent shall take such actions, on behalf of including endorsement, to cause any such insurance proceeds to be promptly remitted to the Secured Parties as Borrower to be used by the loss payee and/or mortgagee thereunder. If Borrower or such Loan Party in any portion of any manner not prohibited by this Agreement. (b) Notwithstanding anything herein to the contrary, with respect to each Mortgaged Property is (if any), if at any time located the area in an area identified which the buildings and other improvements (as described in the applicable Mortgage) is designated a “flood hazard area” in any Flood Insurance Rate Map published 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 Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, obtain flood insurance in an such total amount as the Administrative Agent may from time to time reasonably require, and otherwise sufficient to comply ensure compliance with all applicable rules and regulations promulgated pursuant to the NFIP as set forth in the Flood Insurance Laws and (ii) Laws. Following the Funding Date, the Borrower shall deliver to the Administrative Agent evidence annual renewals of such compliance in form and substance reasonably acceptable each earthquake insurance policy, each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. In connection with any XXXX Event, the Borrower shall provide to the Administrative Agent, including, without limitation, evidence of annual renewals Agent not later than thirty (30) days prior to the closing of such insuranceXXXX Event (and authorize the Administrative Agent to provide to the Lenders) for each Mortgaged Property (if any) a Flood Determination Form, Borrower Notice and Evidence of Flood Insurance, as applicable.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish providing for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request from the Administrative Agent, information presented in reasonable detail as lapse or cancellation of such insurance. (b) Notwithstanding anything herein to the insurance so carried. Each such policy of insurance shall as appropriatecontrary, (i) in the case of any general liability insurance policywith respect to each Mortgaged Property, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is if at any time the area in which the buildings and other improvements (as described in the applicable Mortgage) are located is designated a “special flood hazard area” in an area identified any Flood Insurance Rate Map published 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 Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, obtain flood insurance in an such total amount as the Administrative Agent may from time to time reasonably require, and otherwise sufficient to comply ensure compliance with all applicable rules and regulations promulgated pursuant to the NFIP as set forth in the Flood Insurance Laws and (ii) Laws. Following the Closing Date, the Borrower shall deliver to the Administrative Agent evidence annual renewals of such compliance in form and substance reasonably acceptable each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. In connection with any amendment to this Agreement pursuant to which any increase, extension, or renewal of Loans is contemplated, the Borrower shall cause to be delivered to the Administrative AgentAgent for any Mortgaged Property, includinga Flood Determination Form, without limitationBorrower Notice and Evidence of Flood Insurance, evidence of annual renewals of such insuranceas applicable. (c) Use commercially reasonable efforts to cause commercial general liability, property and casualty policies to (i) be endorsed to name the Administrative Agent or the Term Loan Agent (as may be required by the Intercreditor Agreement) as an additional insured, mortgagee or loss payee, as its interests may appear, and (ii) include a lenders’ loss payable clause (regarding personal property).

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies (or be self-insured pursuant to an insurance program involving the time the relevant coverage is placed or renewedCaptive Insurance Subsidiary), insurance with respect to its 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 compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish providing for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request from lapse or cancellation of such insurance, and, not later than ten (10) Business Days after the occurrence of any Springing Lien Trigger Event, as required pursuant to the Collateral Documents. (b) Within ten (10) Business Days after the occurrence of any Springing Lien Trigger Event, cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, information presented in reasonable detail as 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 insurance so carried. Each Administrative Agent that it will give the Administrative Agent twenty (20) days prior written notice before any such policy of insurance or policies shall as appropriate, be altered or cancelled (ior ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). (c) In the event any general liability Loan Party fails to provide Administrative Agent with evidence of the insurance policycoverage required by this Agreement after the occurrence of any Springing Lien Trigger Event and after advance notice to the Borrower Representative, name Administrative Agent may purchase insurance at the expense of the Loan Parties to protect the interests of the Administrative Agent and Lenders in the Collateral. This insurance may, but need not, protect any Loan Party’s interests. The coverage purchased by Administrative Agent may not pay any claim made by a Loan Party or any claim that is made against a Loan Party in connection with the Collateral. The Loan Parties may later cancel any insurance purchased by Administrative Agent, on behalf but only after providing Administrative Agent with evidence that Loan Parties have obtained insurance as required by this Agreement. If Administrative Agent purchases insurance for the Collateral, the Loan Parties will be responsible for the costs of that insurance to the fullest extent provided by Law including interest and other charges imposed by Administrative Agent in connection with the placement of the Secured Partiesinsurance, as an additional insured thereunder as its interests may appear, and (ii) in until the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf effective date of the Secured Parties as cancellation or expiration of the loss payee and/or mortgagee thereunderinsurance. If any portion The costs of any Mortgaged Property is at any time 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 Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to may 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 added to the Flood Insurance Laws and (ii) deliver Obligations. The costs of the insurance may be more than the cost of insurance that Loan Parties are able to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceobtain on their own.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 90 days after the Administrative Agent annuallyClosing Date (or the date any such insurance is obtained, upon written request from in the Administrative Agentcase of insurance obtained after the Closing Date), information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance (other than business interruption insurance, director and officer insurance and worker’s compensation insurance) shall as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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)Laws, then then, to the Parent extent required by the Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent (except after the occurrence and during the continuation of an Event of Default, not to exceed one time per fiscal year), deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies (that are not Affiliates of the time the relevant coverage is placed or renewed, Borrower) insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish providing for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request from the Administrative Agentlapse or cancellation of such insurance, information presented in reasonable detail which insurance (except as to the insurance so carried. Each such policy of insurance Excluded Subsidiaries) shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of from and after the Secured Parties, Debt Assumption as an additional insured thereunder as its interests may appear, and loss payee (ii) in the case of each casualty insurance), or at all times as additional insured (in the case of liability insurance); provided, however, if any insurance policyproceeds are paid on the account of a casualty to assets or properties of any Loan Party that do not constitute Collateral and at such time no Event of Default shall have occurred and is continuing, contain a loss payable clause or endorsement that names then the Administrative AgentAgent shall take such actions, on behalf of including endorsement, to cause any such insurance proceeds to be promptly remitted to the Secured Parties as Borrower to be used by the loss payee and/or mortgagee thereunder. If Borrower or such Loan Party in any portion of any manner not prohibited by this Agreement. (b) Notwithstanding anything herein to the contrary, from and after the Debt Assumption (if any), with respect to each Mortgaged Property is (if any), if at any time the area in which the buildings and other improvements (as described in the applicable Mortgage) (i) are located in an area identified with a high degree of seismic activity, obtain earthquake insurance in such total amount as the Administrative Agent may from time to time reasonably require or (ii) is designated a “flood hazard area” in any Flood Insurance Rate Map published 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 Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, obtain flood insurance in an such total amount as the Administrative Agent may from time to time reasonably require, and otherwise sufficient to comply ensure compliance with all applicable rules and regulations promulgated pursuant to the NFIP as set forth in the Flood Insurance Laws and (ii) Laws. Following the Debt Assumption Date, the Borrower shall deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of each earthquake insurance policy, each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. Following the Debt Assumption Date (if any), in connection with any XXXX Event, the Borrower shall provide prior to such insuranceXXXX Event the Administrative Agent (and authorize the Administrative Agent to provide to the Lenders) for each Mortgaged Property (if any) a Flood Determination Form, Borrower Notice and Evidence of Flood Insurance, as applicable.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower Representative believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its Holdings, the Borrowers’ 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 Holdings, the Parent Borrower Borrowers and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, 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 Holdings, any Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Each such policy The Loan Parties’ property, casualty and liability insurance policies in excess of insurance shall $1,000,000 shall, as appropriateappropriate and where it is customary to do so in the relevant jurisdiction, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear and/or (ii) in the case of each casualty property insurance policy, contain a an additional loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the additional loss payee and/or mortgagee (or comparable provision customary in the applicable non-U.S. jurisdiction) thereunder. . (b) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as United States is 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)Hazard Property, then the Parent Borrower Borrowers shall, or shall cause each Loan Party to 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 Flood Insurance Laws and (ii) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower Borrowers and the Restricted Subsidiariestheir respective Subsidiaries or otherwise consistent with past practices) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each Persons. (b) All such policy of insurance shall as appropriate, (i) provide that the insurer affording coverage will endeavor to mail 30 days written notice of cancellation of such insurance coverage to the Collateral Agent (in the case of any general property and liability insurance policyinsurance), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) name the Collateral Agent as mortgagee (in the case of each casualty insurance policy, contain a loss payable clause property insurance) or endorsement that names the Administrative Agent, additional insured on behalf of the Secured Parties (in the case of liability insurance) or lender’s loss payee (in the case of property insurance), as applicable and (iii) be reasonably satisfactory in all other respects to the Administrative Agent. (c) With respect to each Mortgaged Property, (i) obtain flood insurance in such total amount as the loss payee and/or mortgagee thereunder. If Administrative Agent or the Required Lenders may from time to time reasonably require, if at any portion of time the area in which any improvements located on any Mortgaged Property is at designated a “flood hazard area” in any time located in an area identified Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area ), and otherwise comply with respect to which flood insurance has been made available under The National Flood Insurance Reform Act of 1994, the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1968 (1973, as now or hereafter in effect or successor act thereto)amended from time to time, then and the Parent 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 thereunder or as otherwise required by the Flood Insurance Laws and Administrative Agent or any Lender, (ii) deliver furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such compliance in form policies prior to the expiration or lapse thereof, and substance reasonably acceptable (iii) furnish to the Administrative Agent, including, without limitation, evidence Agent prompt written notice of annual renewals any re-designation of any such insuranceMortgaged Property into or out of a flood hazard area.

Maintenance of Insurance. Maintain The Company shall, and shall cause each of its Subsidiaries to, maintain with insurance companies that the Parent Borrower Company believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower Company and the Restricted its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 30 days after the Administrative Agent annuallyIssue Date (or the date any such insurance is obtained, upon written request from in the Administrative Agentcase of insurance obtained after the Issue Date), information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance (other than business interruption insurance, director and officer insurance and worker’s compensation insurance) shall as appropriate, appropriate and subject to the Permitted Working Capital Intercreditor Agreement (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Collateral Trustee as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative AgentCollateral Trustee, on behalf of the Secured Parties Holders, as the loss payee and/or mortgagee thereunder. If the improvements on any portion real property that is subject to a mortgage in favor of any Mortgaged Property is the Collateral Trustee are at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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)Program, then then, to the Parent Borrower extent required by applicable flood insurance laws, the Company shall, or shall cause each Loan Party to Guarantor to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Collateral Trustee and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws applicable flood insurance laws and (ii) upon the reasonable request of the Collateral Trustee (except upon the occurrence and during the continuation of an Event of Default, not to exceed one (1) time per Fiscal Year), deliver to the Administrative Agent Collateral Trustee evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceCollateral Trustee.

Maintenance of Insurance. Maintain (a) Except if the failure to do so would not reasonably be expected to, individually, or in the aggregate, have a Material Adverse Effect, maintain with financially sound and reputable insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time management of the relevant coverage is placed or renewedBorrower), insurance with respect to its 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 Parent, the Parent Borrower and the Restricted their respective Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, upon reasonable written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall (excluding business interruption insurance) maintained in the United States shall, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear and/or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Parties, as the loss payee and/or mortgagee thereunder. . (b) If any portion of any Mortgaged Property is at any time the area in which the Premises (as defined in the Mortgages, if any) are located is designated (i) a “special flood hazard area” in an area identified any Floor Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), (1) as a special flood hazard area with respect to which obtain and maintain flood insurance has been made available under with financially sound and reputable insurance companies (except to the National Flood Insurance Act of 1968 (as now or hereafter extent that any insurance company insuring the Mortgaged Property ceases to be sound and reputable after the Closing Date, in effect or successor act thereto)which case, then the Parent Borrower shall, shall or shall cause each the applicable Loan Party to (i) maintain, or cause to be maintained, promptly replace such insurance company with a financially sound and reputable insurerinsurance company), flood insurance in an such total amount as the Administrative Agent may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws Laws, and (ii2) promptly upon request of the Administrative Agent, will deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, Agent including, without limitation, evidence of annual renewals of such insurance; or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as customary for similarly situated Persons engaged in the same or similar businesses as Parent, the Borrower and their respective Subsidiaries.

Maintenance of Insurance. Maintain (a) The Borrower shall, and shall cause its Restricted Subsidiaries to, maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect (subject to its properties customary deductibles 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 retentions) in such amounts (after giving effect to any self-insurance reasonable and customary for against such risks as are customarily maintained by similarly situated Persons companies engaged in the same or similar businesses as operating in the Parent same or similar locations and cause the Borrower and the Restricted Subsidiaries) Subsidiary Guarantors to be listed as are customarily carried under similar circumstances by such other Persons insured and will furnish the Collateral Agent to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail be listed as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, co-loss payee on behalf of the Secured Parties, property and property casualty policies and as an additional insured thereunder as on liability policies. Notwithstanding the foregoing, the Borrower and its interests Restricted Subsidiaries may appear, and (ii) self-insure with respect to such risks with respect to which companies of established reputation in the case same general line of each casualty insurance policy, contain a loss payable clause or endorsement that names business in the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. same general area usually self-insure. (b) If any portion of improvements located on any Mortgaged Property is are at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent Borrower shall, or shall cause each Loan the applicable Credit 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. (c) In connection with the covenants set forth in this Section 6.13, includingit is understood and agreed that: (i) none of the Administrative Agent, without limitationthe Lenders and their respective agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.13, evidence of annual renewals 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 insuranceloss or damage and (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 Borrower, on behalf of itself and on behalf of each of its Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of its Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Lenders and their agents and employees; and (ii) the designation of any form, type or amount of insurance coverage by the Administrative Agent under this Section 6.13 shall in no event be deemed a representation, warranty or advice by the Administrative Agent or the Lenders that such insurance is adequate for the purposes of the business of the Borrower and the Restricted Subsidiaries or the protection of their properties.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed or renewedBorrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness (with regard to real property, in the geographic location where such real property is located), 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish all such insurance (except that of any Unrestricted Subsidiary) shall (i) provide for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request from the Administrative Agentlapse or cancellation of such insurance for reasons other than non-payment of premiums (and, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriateextent commercially available, (i) 10 days’ notice in the case of any general liability insurance policy, name cancellation resulting from the Administrative Agent, on behalf non-payment of the Secured Parties, as an additional insured thereunder as its interests may appearpremiums), and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names name the Administrative Agent, Agent as additional insured on behalf of the Secured Parties as (in the case of liability insurance (other than workers’ compensation insurance and employer’s liability insurance)) and lender’s loss payee and/or mortgagee thereunder. with respect to the Collateral (in the case of property insurance), as applicable; provided that the foregoing provisions of this Section 6.07 shall not restrict the applicable Loan Party’s ability to (x) self-insure in commercially reasonable amounts or (y) use commercially reasonable self-insurance through “captive” insurance Subsidiaries. (b) If any portion of any Mortgaged Property that contains improvements is at any time 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)Laws, then the Parent Borrower shall, or shall cause each the applicable Loan Party 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 Flood Insurance Laws and shall otherwise be reasonably satisfactory to the Administrative Agent and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to requested by the Administrative AgentAgent as to such compliance, including, without limitation, including evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain with insurance companies not Affiliates of the Borrower that the Parent Borrower believes (in the good faith judgment of its management) reasonably determines are financially sound and reputable at the time the relevant coverage is placed or renewedreputable, insurance with respect to its properties and business against loss or damage as the Borrower reasonably determines to be of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and owning similar properties in locations where the Borrower or any of its Subsidiaries operates, of such types types, with such deductibles 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 Parent Borrower and the Restricted Subsidiaries) as reasonably determines are customarily carried under similar circumstances by such other Persons Persons. (b) Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all real property subject to a Mortgage that is located in a special flood hazard area and will that constitutes Collateral, on such terms and in such amounts as required by the Flood Insurance Laws or as otherwise required by the Administrative Agent and the Lenders, (ii) furnish to the Administrative Agent annually, upon written request from and the Administrative Agent, information presented in reasonable detail as Lenders evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appearexpiration or lapse thereof, and (iiiii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names furnish to the Administrative Agent, on behalf of Agent and the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion Lenders prompt written notice of any Mortgaged Property is at redesignation of any time located in an area identified by the Federal Emergency Management Agency (such improved real property into or any successor agency) as out of a special flood hazard area area. (c) Cause the Administrative Agent and its successors and/or assigns to be named as lender’s loss payee or mortgagee as its interest may appear, and/or additional insured with respect to which flood any such insurance has been made available under the National Flood Insurance Act providing liability coverage or coverage in respect of 1968 (as now or hereafter in effect or successor act thereto)any Collateral, then the Parent Borrower shall, or shall and cause each Loan Party provider of any such insurance to (i) maintainagree, by endorsement upon the policy 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable policies issued by it or by independent instruments furnished to the Administrative Agent, including, without limitation, evidence of annual renewals of that it will give the Administrative Agent thirty (30) days (or such insurancelesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be altered or canceled.

Maintenance of Insurance. (1) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to the Borrower’s and its 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 Parent Borrower and the Restricted its Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, 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 will the Borrower or any Subsidiary be required to obtain or maintain insurance that is more restrictive than what is consistent with past practice. Each such policy of insurance shall will as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear or (ii) in the case of each casualty insurance policy, contain a an additional loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the additional loss payee and/or mortgagee thereunder. ; provided that to the extent that the requirements of this Section 6.07 are not satisfied on the Closing Date, the Borrower may satisfy such requirements within ninety (90) days of the Closing Date (or such later date as the Administrative Agent may agree). (2) If any improved portion of any Mortgaged Property is at any time 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)Laws, then the Parent Borrower shallwill, or shall will cause each Loan Party to (ia) 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 Flood Insurance Laws and (iib) deliver to the Collateral Agent (A) evidence as to whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of an application for a flood insurance policy plus proof of premium payment, a declaration page confirming that such flood insurance has been issued, or such other evidence of such compliance in form and substance flood insurance reasonably acceptable satisfactory to the Administrative Agent, including, without limitation, evidence Agent and naming the Collateral Agent as mortgagee and loss payee (the requirements of annual renewals of such insuranceclauses (a) and (b) being the “Flood Insurance Requirements”).

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under by companies engaged in similar circumstances by such other Persons businesses and will furnish owning similar properties in localities where the Company or the applicable Restricted Subsidiary operates, except to the Administrative Agent annually, upon written request from extent the Administrative Agent, information presented in reasonable detail as failure to the insurance do so carried. Each such policy of insurance shall as appropriate, would not reasonably be expected to have a Material Adverse Effect. (ib) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with With respect to which flood insurance has been made available under any Building located on Material Real Property and constituting Collateral, the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Parent Borrower shall, or Company shall and shall cause each appropriate Loan Party to (i) maintainmaintain fully paid flood hazard insurance on any such Building that is located in a special flood hazard area, or cause to be maintained, with a financially sound on such terms and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the such amounts as required by The National Flood Insurance Laws Reform Act of 1994 and (ii) deliver upon the reasonable request of the Administrative Agent, furnish to the Administrative Agent evidence an insurance certificate evidencing the renewal (and payment of renewal premiums therefor) of all such compliance policies prior to the expiration or lapse thereof (or at such other time acceptable to the Administrative Agent). The Company shall cooperate with the Administrative Agent’s reasonable request for any information reasonably required by the Administrative Agent to comply with The National Flood Insurance Reform Act of 1994, as amended. (c) Cause the Administrative Agent to at all times be named as lender’s loss payee and an additional insured (but without any liability for premiums), as applicable, under each insurance policy maintained under Section 6.07(a) providing coverage with respect to any Collateral (provided that the Company shall use commercially reasonable efforts to cause all property and casualty insurance policies with respect to the Material Real Property to include, if customary in the applicable jurisdiction, a “standard” or “New York” lender’s loss payable endorsement, in form and substance reasonably acceptable satisfactory to the Administrative Agent). The Borrowers shall use commercially reasonable efforts to cause each such insurance policy to provide, includingif customary in the applicable jurisdiction, without limitation, evidence of annual renewals of such insurancethat it shall not be canceled or not renewed upon less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 90 days after the Administrative Agent annuallyClosing Date (or the date any such insurance is obtained, upon written request from in the Administrative Agentcase of insurance obtained after the Closing Date), information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance (other than business interruption insurance, director and officer insurance and worker’s compensation insurance) shall as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the Parent extent required by applicable Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount on terms reasonably satisfactory to the Agents and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Lead Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its the properties and business of the Parent and its Restricted Subsidiaries against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and in similar locations, 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 and in similar locations as the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 90 days after the Administrative Agent annuallyClosing Date (or 90 days after the date any such insurance is obtained, upon written request from in the Administrative Agentcase of insurance obtained after the Closing Date), information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance shall (other than business interruption insurance, director and officer insurance, worker’s compensation insurance and other insurance customarily excluded) shall, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Collateral Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the a loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the Parent extent required by applicable Flood Insurance Laws, the Lead Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent (except after the occurrence and during the continuation of an Event of Default, not to exceed one time per fiscal year), deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative AgentAgent (not to be unreasonably withheld, includingconditioned, without limitation, evidence of annual renewals of such insurancedelayed or denied).

Maintenance of Insurance. Maintain with (a) In addition to the insurance companies that required hereunder and under the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance Security Agreement with respect to its properties Collateral, maintain insurance with insurers (with a Best Rating of at least A7, unless otherwise approved by the Administrative Agent) satisfactory to the Administrative Agent, with respect to the Properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, Borrower and its Restricted Subsidiaries of such types and type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts (after giving effect to any self-insurance reasonable amounts, and with such coverages and deductibles as are customary for companies similarly situated Persons engaged in the same or similar businesses as the Parent Borrower and the Restricted Subsidiariessituated. All such insurance shall (i) as are customarily carried under similar circumstances by such other Persons and will furnish provide for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request from lapse or cancellation of such insurance and (ii) name the Administrative Agent, information presented in reasonable detail Agent as to the insurance so carried. Each such policy of insurance shall as appropriate, mortgagee (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an property insurance) or additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as (in the case of liability insurance) or loss payee and/or mortgagee thereunder. (in the case of property insurance), as applicable. (b) At the time of delivery of the applicable Mortgage (or such later date as may be agreed to by the Administrative Agent in its reasonable discretion), cause such property insurance policy with respect to the Mortgaged Property subject to such Mortgage to be endorsed or otherwise amended to include a “standard” lender’s loss payable mortgage endorsement, in form and substance reasonably satisfactory to the Administrative Agent; deliver a certificate of insurance with respect to such Mortgaged Property to the Administrative Agent; and deliver to the Administrative Agent, prior to or concurrently with the cancellation or nonrenewal of any such policy of insurance covered by this clause (b), a copy of a renewal or replacement (or other evidence of renewal of a policy previously delivered to the Administrative Agent) insurance certificate with respect thereto. (c) If any portion of any building or mobile home on an improved Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each 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)Laws, then the Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain (a) Such Grantor will maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedcompanies, insurance with respect to its properties policies (i) insuring the Inventory, Equipment and business Vehicles against loss or damage of the kinds customarily insured against by Persons engaged fire, explosion, theft and such other casualties comparable in the same or similar business, of such types scope and in such amounts (after giving effect to any self-coverage as insurance reasonable and customary for similarly situated Persons maintained by companies engaged in the same or similar businesses as and (ii) insuring such Grantor, the Parent Borrower Administrative Agent and the Restricted Subsidiaries) Lenders against liability for personal injury and property damage relating to such Inventory, Equipment and Vehicles, such policies to be in such form and amounts and having such coverage as are customarily carried usually maintained by companies engaged in the same or similar businesses. (b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iii) comply with Section 5.3(a). Such Grantor shall cause the Administrative Agent to be named as a loss payee and additional insured (but without any liability for any premiums) under similar circumstances by such other Persons insurance and will furnish 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 (A) the proceeds of such insurance shall be payable to the Administrative Agent annually, upon written request from as its interest may appear and (B) the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance Agent shall as appropriate, (i) in the case be paid regardless of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause act or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion omission of any Mortgaged Property Grantor or its Affiliates, provided that if such Grantor, after using its best efforts, is at any time located unable to obtain the specification referred to in an area identified by the Federal Emergency Management Agency clause (or any successor agencyB) as a special flood hazard area above, such Grantor will have sixty days to use its best efforts to obtain insurance with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 such specification. (as now or hereafter in effect or successor act thereto), then the Parent c) 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence a report of a reputable insurance broker with respect to such compliance in form and substance reasonably acceptable insurance substantially concurrently with the delivery by the Borrower to the Administrative Agent, including, without limitation, evidence Agent of annual renewals of its audited financial statements for each fiscal year and such insurancesupplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment a) Each Loan Party shall, and shall cause each of its management) are Subsidiaries to, procure and maintain with financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed or renewedLoan Parties, insurance with respect to its 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 compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons Persons. (b) Copies of all such policies or certificates, and will furnish endorsements and renewals thereof shall be delivered to the Administrative Agent annuallyupon its request. All policies of insurance maintained in the name of a Loan Party (but for purposes of clarity, upon written request from not insurance maintained by an operator of such Person’s Property) shall either have attached thereto a Lender’s loss payable endorsement for the benefit of the Administrative Agent, information presented as lender’s loss payee in reasonable detail as form reasonably satisfactory to the insurance so carriedAdministrative Agent or shall name the Administrative Agent as an additional insured, as applicable. Each such policy 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. In addition each Loan Party shall use commercially reasonable efforts to cause all policies of insurance required under the terms hereof to contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policy notwithstanding any act of negligence of any Loan Party or any party holding under such Loan Party 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 Loan Parties. Each Loan Party shall use commercially reasonable efforts to cause all such policies to contain a provision that notwithstanding any contrary agreements between the Loan Parties, 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 fifteen (15) days’ prior written notice to the Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.04, the proceeds of any insurance policy described above are paid to a Loan Party, such Loan Party shall deliver such proceeds to the Administrative Agent promptly (and in any event within five (5) Business Days) upon written request. (c) To the extent any Collateral is subject to the provisions of the Flood Insurance Laws (as appropriatedefined below), (ii)(A) in concurrently with the case delivery of any general liability insurance policy, name Mortgage in favor of the Administrative Agent, on behalf of and (B) at any other time if necessary for compliance with applicable Flood Insurance Laws, provide the Secured Parties, as an additional insured thereunder as its interests may appear, Administrative Agent with a standard flood hazard determination form for such Collateral and (ii) in the case if any building that forms a part of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property Collateral is at any time located in an area identified designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which ), obtain flood insurance has been made available under in such reasonable total amount as the Administrative Agent may from time to time reasonably require, and otherwise to ensure compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1968 1973, as it may be amended from time to time (as now the “Flood Insurance Laws”). In addition, to the extent the Borrowers and the other Loan Parties fail to obtain or hereafter in effect or successor act thereto), then the Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, maintain satisfactory flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated required pursuant to the Flood Insurance Laws and (ii) deliver preceding sentence with respect to any Collateral, the Administrative Agent evidence of such shall be permitted, in its sole discretion, to obtain forced placed insurance at the Borrowers’ expense to ensure compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurancewith any applicable Flood Insurance Laws.

Maintenance of Insurance. Maintain Such Grantor will maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedcompanies, insurance with respect to its properties policies (i) insuring the Inventory, Equipment and business Vehicles against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessfire, of such types explosion, theft 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish casualties as may be reasonably satisfactory to the Administrative Agent annually, upon written request from in amounts comparable to amounts of insurance coverage obtained by similar businesses of similar size acting prudently and (ii) insuring each Grantor and the Administrative AgentAgent (for the benefit of the Lenders, information presented the Issuing Lenders and the other Secured Parties) against liability for personal injury and property damage relating to such Inventory, Equipment and Vehicles, such policies to be in reasonable detail such form and amounts and having such coverage as shall be comparable to forms, amounts and coverage, respectively, obtained by similar businesses of similar size acting prudently, with losses payable to any Grantor and the insurance so carried. Each such policy Administrative Agent (for the benefit of insurance shall the Lenders, the Issuing Lenders and the other Secured Parties) as appropriatetheir respective interests may appear or, (i) in the case of any general liability insurance, showing the Administrative Agent (for the benefit of the Lenders, the Issuing Lenders and the other Secured Parties) as additional insured parties. All such insurance policyshall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice thereof (unless the policy of the applicable insurance company shall be not to provide such assurance), (ii) name the Administrative AgentAgent as insured party and loss payee and mortgagee, on behalf (iii) include a breach of the Secured Parties, as an additional insured thereunder as its interests may appear, warranty clause and (iiiv) be reasonably satisfactory in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names all other respects to the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent Borrower shall, or Each Grantor 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence a report of a reputable insurance broker with respect to such compliance in form insurance when available during each calendar year and substance reasonably acceptable to such supplemental reports with respect thereto as the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceAgent may from time to time reasonably request.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed or renewed, Borrower insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish providing for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request lapse or cancellation of such insurance, which insurance (except as to Excluded Subsidiaries) shall name the Administrative Agent as loss payee (in the case of casualty insurance) or additional insured (in the case of liability insurance); provided that to the extent that the Borrower and its Subsidiaries are covered by the insurance policies of Ralcorp on the Closing Date, such insurance policies shall not be required to name the Administrative Agent as loss payee or additional insured, but the Borrower and its Subsidiaries shall, no later than 5 Business Days following the Closing Date, obtain insurance meeting the requirements of this Section 6.06(a) (which insurance shall name the Administrative Agent as loss payee or additional insured (as applicable)) and shall deliver to the Administrative Agent a certificate from the Administrative Agent, information presented Borrower’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to this Section 6.06(a) is in reasonable detail full force and effect. The Borrower and its Subsidiaries shall enforce their rights under Article IX of the Separation and Distribution Agreement as in effect on the date hereof. (b) Notwithstanding anything herein to the insurance so carried. Each such policy of insurance shall contrary, with respect to each Mortgaged Property, if at any time the area in which the buildings and other improvements (as appropriate, described in the applicable Mortgage) are located (i) in the case an area with a high degree of any general liability seismic activity, obtain earthquake insurance policy, name in such total amount as the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests Agent may appear, and from time to time reasonably require or (ii) is designated a “flood hazard area” in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified Flood Insurance Rate Map published 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 Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, obtain flood insurance in an such total amount as the Administrative Agent may from time to time reasonably require, and otherwise sufficient to comply ensure compliance with all applicable rules and regulations promulgated pursuant to the NFIP as set forth in the Flood Insurance Laws and (ii) Laws. Following the Closing Date, the Borrower shall deliver to the Administrative Agent evidence annual renewals of such compliance in form and substance reasonably acceptable each earthquake insurance policy, each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. In connection with any amendment to this Agreement pursuant to which any increase, extension, or renewal of Loans is contemplated, the Borrower shall cause to be delivered to the Administrative AgentAgent for each Mortgaged Property a Flood Determination Form, includingBorrower Notice and Evidence of Flood Insurance, without limitation, evidence of annual renewals of such insuranceas applicable.

Maintenance of Insurance. Maintain (a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain with financially sound and reputable insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time management of the relevant coverage is placed or renewedBorrower), insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, upon reasonable written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall shall, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear and/or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Parties, as the loss payee and/or mortgagee thereunder. . (b) If any improved portion of any Mortgaged Property is at any time 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)) and (y) the Administrative Agent shall have delivered notice(s) to the relevant Loan Party stating that such Mortgaged Property is located in such special flood hazard area with respect to which such flood insurance has been made available, then the Parent Borrower shall, or shall cause each applicable Loan Party to shall (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, obtain flood insurance in an such total amount and in such form as the Administrative Agent or the Required Lenders may from time to time reasonably require, 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, including, without limitation, a copy of the flood insurance policy and a declaration page relating to the insurance policies required by this Section which shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal and shall include evidence of annual renewals of such insuranceinsurance and (iii) shall be otherwise in form and substance satisfactory to the Administrative Agent.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedrenewed or with a Captive Insurance Subsidiary, property insurance, casualty insurance and general liability insurance policies with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, upon reasonable written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriateappropriate and is customary, (ia) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured PartiesLenders, as an additional insured thereunder as its interests may appear, and appear and/or (iib) in the case of each property and casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Lenders as the loss payee and/or mortgagee thereunder. ; provided, that, to the extent that the requirements of this Section 6.07 are not satisfied on the Closing Date, the Borrower may satisfy such requirements within sixty (60) days of the Closing Date (as extended by the Administrative Agent in its reasonable discretion). (b) If any portion of any Mortgaged Property is at any time 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 Parent Borrower Borrowers 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 Flood Insurance Laws and (ii) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain insurance in accordance with the Security Documents including, without limitation, casualty, liability and business interruption insurance reasonably acceptable to the Majority Lenders and, to the extent not covered by any of the Security Documents, with responsible and reputable insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 associations in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons covering such risks as is usually carried by companies engaged in the same or similar businesses and owning similar properties and in accordance with the requirements of any governmental agency having jurisdiction over the Borrower and/or any Subsidiary. The Borrower shall provide the Lenders with such evidence as the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written may reasonably request from the Administrative Agent, information presented in reasonable detail time to time as to the maintenance of all such insurance. Maintain on the tangible insurable collateral under any of the Security Documents insurance so carried. Each against loss by fire, hazards included within the term "extended coverage", and such policy other hazards, casualties and contingencies as the Agent may from time to time require, in an amount equal to the greater of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and $8,000,000 OR (ii) one hundred percent (100%) of the replacement cost of the collateral under any of the Security Documents and business interruption insurance in the case amount of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence least $8,000,000 All policies of such compliance insurance and all renewals thereof shall be in form and substance reasonably acceptable to the Administrative Agent, includingshall be made payable in case of loss to the Agent as loss payee and mortgagee and shall contain an endorsement requiring thirty (30) days prior written notice to the Agent prior to cancellation or change in the coverage, without limitationscope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, evidence death or property damage occurring in any building providing combined single limit coverage of annual renewals $1,000,000 for bodily injury and property damage per occurrence and $2,000,000 in the aggregate. Borrower shall increase the limits of such insuranceliability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be delivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Borrower shall have the right of free choice in the selection of the agent or the insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholders' rating of A or A+ in Best's latest rating guide. Furthermore, upon the occurrence of an Event of Default, the Agent shall have the right and, is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower, in the name and stead of Borrower, but in the uncontrolled discretion of said attorney, (i) to adjust, xxx for, compromise and collect any amounts due under such insurance policies in the event of loss and (ii) to give releases for any and all amounts received in settlement of losses under such policies; and the same shall, subject to SECTION 2.6.1.3 of this Agreement, at the option of the Agent, be applied, after first deducting the costs of collection, on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lien or, be used or paid over to Borrower in accordance with reasonable procedures established by the Agent for use in repairing or replacing any damaged or destroyed collateral under any of the Security Documents.

Maintenance of Insurance. Maintain Each Credit Party shall maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted SubsidiariesCredit Parties) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, Persons. (i) All such insurance shall (1) subject to the agreement of the relevant insurance provider, provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least ten (10) days (or, to the extent reasonably available, thirty (30) days) after receipt by the Collateral Agent of written notice thereof, (the Company shall deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy) or other evidence thereof to the Collateral Agent, or insurance certificate with respect thereto) and (2) name the Collateral Agent as loss payee (in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an property insurance) or additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties (in the case of liability insurance) (it being understood that, absent an Event of Default, any proceeds of any such property insurance shall be delivered by the insurer(s) to the Company or one of its Subsidiaries), as the loss payee and/or mortgagee thereunder. applicable. (ii) If any portion of any Mortgaged Property is at any time 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 Parent Borrower Company shall, or shall cause each Loan Credit Party to (i1) 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 Flood Insurance Laws and (ii2) deliver to the Administrative Agent Lender evidence of such compliance in form and substance reasonably acceptable to Lender. Following the Administrative AgentRestated Closing Date, including, without limitation, evidence of the Company shall deliver to Lender annual renewals of such flood insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment Each Loan Party shall, and shall cause each of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedSubsidiaries to, insurance with respect to insure its properties and business assets against loss or damage of the kinds customarily by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against by Persons engaged in the same or similar business, of such types other risks (including errors and omissions) in such amounts (after giving effect to any 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 reasonable and customary for similarly situated Persons engaged in to the same or similar businesses extent customary, all as reasonably determined by the Parent Borrower and Administrative Agent. At the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish request of the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent annuallyand each of the Lenders (x) on the Effective Date and annually thereafter, upon written request a certificate of insurance signed by the 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, 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 Loan Parties. Such policies of insurance shall name the Administrative Agent as additional insured and/or lender loss payee and shall contain special endorsements which include the provisions specified below or are otherwise in form acceptable to the Administrative Agent in its reasonable discretion. Any monies received by the Administrative Agent constituting insurance proceeds may, at the option of the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (ia) in the case of any general liability property insurance policyproceeds received during the existence of an Event of Default, name be applied by the Administrative Agent, on behalf Agent to the payment of the Secured Obligations in accordance with the terms of this Agreement, (b) for losses of less than $10,000,000 received at such time as no Event of Default or Potential Default exists, be disbursed by the Administrative Agent to the applicable Loan Parties, as an additional insured thereunder as its interests may appear, and (iic) in the case for losses equal to or greater than $10,000,000 received at such time as no Event of each casualty insurance policyDefault or Potential Default exists, contain a loss payable clause or endorsement that names be disbursed by the Administrative AgentAgent to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, on behalf restoration and/or replacement of the Secured Parties as the loss payee and/or mortgagee thereunderCollateral and other property in respect of which such proceeds were received. If any portion of any With respect to each Mortgaged Property that is at any time 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)Laws, then then, the Parent Borrower shall, or shall cause each applicable Loan Party to (iA) has obtained, and will maintain, or cause with financially sound and reputable insurance companies (except to the extent that any insurance company insuring the Mortgaged Property of the Loan Party ceases to be maintainedfinancially sound and reputable after the Fourth Amendment Date, in which case, Crocs shall promptly replace such insurance company with a financially sound and reputable insurerinsurance company), such flood insurance in an such reasonable total amount as the Administrative Agent and the Lenders may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (iiB) will deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies having an A.M. Best Rating of not less than A:X and which are not Affiliates of Borrower, insurance with respect to its Holdings’, 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish providing for not less than 30 days’ prior written notice to the Administrative Agent annuallyof termination, upon written request from lapse or cancellation of such insurance. (b) Without limitation on the foregoing, maintain the coverage (including all deductibles and retentions) described below, provided that neither Holdings nor Borrower shall unreasonably refuse to purchase any casualty, liability or other coverages requested by the Requisite Lenders which is reflective of insurance ordinarily carried by responsible companies engaged in similar businesses and owning similar assets in the geographic areas in which each of Holdings and Borrower operates. All such insurance shall be carried through insurance companies rated A:X or better by A.M. Best. (c) In any event, each of Holdings, Borrower and the Restricted Subsidiaries shall maintain and keep in force the following insurance: (i) at all times during any period of construction of any capital projects, and with respect to any property affected by such construction, a policy or policies of builder’s “all risk” insurance in nonreporting form in an amount not less than the full insurable completed value of such portion of the affected property on a replacement cost basis; (ii) with respect to any property not covered by a policy or policies described in clause (c)(i), a policy or policies of fire and hazards “all risk” insurance providing extended coverage in an amount not less than the amount of the full value of that property, calculated on a replacement cost basis; (iii) business interruption insurance (including insurance against income loss during a period of at least one year); Table of Contents (iv) comprehensive liability insurance, naming the Administrative Agent as additional insured, on an “occurrence” basis, against claims for “personal injury” liability, including bodily injury, death or property damage liability, with an aggregate limit of not less than $15,000,000; (v) policies of worker’s compensation insurance as may be required by applicable laws (including employer’s liability insurance, if required by the Administrative Agent), information presented in reasonable detail as covering all employees of Holdings, Borrower and its Restricted Subsidiaries and each relevant contractor and subcontractor; (vi) if any property is required to be insured pursuant to the insurance so carried. Each such policy Flood Disaster Protection Act of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause 1973 or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 (1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as now or hereafter in effect or successor act thereto)a Flood Hazard Area, then Holdings and Borrower shall provide, maintain and keep in force at all times a flood insurance policy covering the Parent Borrower shall, property in limits that would equal or shall cause each Loan Party to (i) maintain, or cause exceed the damage caused by what is expected to be maintained, with a financially sound and reputable insurer, the most severe flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant (or any greater limits to the Flood Insurance Laws extent required by applicable law from time to time); (vii) liquor liability insurance, directors and (ii) deliver officers liability insurance with coverages at commercially reasonable levels acceptable to the Administrative Agent evidence of such compliance in form and substance reasonably the Requisite Lenders; (viii) crime protection coverage with coverages at commercially reasonable levels acceptable to the Administrative AgentAgent and the Requisite Lenders; and (ix) such other insurance as the Administrative Agent or the Requisite Lenders may hereafter reasonably require based upon the recommendation of a third party insurance consultant. (d) Each such policy shall name the Administrative Agent as an additional insured and mortgagee, includingand shall, without limitationto the extent relevant, evidence include a waiver of annual renewals subrogation against the Administrative Agent and the Lenders, contain a provision that provides for a severability of such insuranceinterests, and shall provide that an act or omission by one of the insured shall not reduce or avoid coverage with respect to the other insureds, insure against loss or damage by hazards customarily included within “all risk” and “extended coverage” policies and any other risks or hazards which the Administrative Agent or the Requisite Lenders may reasonably specify (and shall include fire, sprinkler leakage, windstorm, hurricane, international and domestic acts of terrorism, earthquake, steam boiler, pressurized vessel and machinery insurance insuring both against breakdown and explosion or other losses to personal property resulting from the use or maintenance thereof), shall contain a Lender’s Loss Payable Endorsement in a form acceptable to the Administrative Agent in favor of the Administrative Agent and shall be primary and noncontributory with any other insurance carried by the Administrative Agent or the Lenders.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its properties and business against loss or damage of the kinds required under applicable Laws or the Security Documents or otherwise 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 Parent Borrower and the Restricted its Subsidiaries) as are customarily carried by Person engaged in similar businesses and owning or leasing similar properties in the same general areas in which the Borrower or such Subsidiary operates. Each policy of insurance shall have an endorsement naming the Administrative Agent as loss payee (under similar circumstances a reasonably satisfactory lender’s loss payable endorsement) or additional insured, as appropriate. The Loan Parties shall notify the Administrative Agent promptly whenever any additional insurance is obtained by such other Persons any Loan Party; and will furnish if requested by the Administrative Agent, promptly deliver to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each a duplicate original copy of such policy of insurance shall as appropriateor policies together with any endorsements described above. (b) In connection with the covenants set forth in this Section 5.07, it is understood and agreed that: (i) none of the Agents, the Lenders, the Issuing Banks or their respective agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.07, except to the extent that such loss or damage is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agents, the Lenders, the Issuing Banks or their respective agents or employees, it being understood that (1) the Borrower and its Subsidiaries shall look solely to their insurance companies or any parties other than the aforesaid parties for the recovery of such loss or damage, except in the case of any general liability such gross negligence or willful misconduct that is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted and (2) except in the case of such gross negligence or willful misconduct, such insurance policycompanies shall have no rights of subrogation against the Agents, name the Administrative AgentLenders, on behalf the Issuing Banks or their agents or employees (provided, however, that if the insurance policies do not provide waivers of the Secured Partiessubrogation rights against such parties, as an additional insured thereunder as required above, then the Borrower hereby agrees, to the extent permitted by law, to waive, and to cause each of its interests may appearSubsidiaries to waive, their respective right of recovery, if any, against the Agents, the Lenders, the Issuing Banks and their agents and employees), and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion designation of any Mortgaged Property is at any time located in an area identified form, type or amount of insurance coverage 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance or the Lenders under this Section 5.07 shall in form and substance reasonably acceptable to no event be deemed a representation, warranty or advice by the Administrative Agent, including, without limitation, evidence Agent or the Lenders that such insurance is adequate for the purposes of annual renewals the business of such insurancethe Borrower or any of its Subsidiaries or the protection of their properties.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies not Affiliates of the time the relevant coverage is placed or renewedBorrower, insurance with respect to its 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 Parent Borrower and the Restricted SubsidiariesPersons) as are customarily carried under similar circumstances by such other Persons and will furnish such applicable insurance shall (i) provide for not less than 30 days’ (10 days’ as a result of nonpayment of premium) prior notice to the Administrative Agent annuallyof termination, upon written request from lapse or cancellation of such insurance, or such other terms as are reasonably satisfactory to the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) name the Administrative Agent as mortgagee (in the case of each casualty insurance policy, contain a loss payable clause property insurance) or endorsement that names the Administrative Agent, additional insured on behalf of the Secured Parties as (in the case of liability insurance) or lenders’ loss payee and/or mortgagee thereunder. (in the case of property insurance), as applicable. (b) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent Borrower shall, or shall cause each applicable 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. (c) With respect to any Mortgaged Property, includingcarry and maintain comprehensive general liability insurance including a “broad form” commercial general liability endorsement and coverage on an occurrence basis against claims made for personal injury (including bodily injury, without limitationdeath and property damage) and umbrella liability insurance against any and all claims, evidence in no event for a combined single limit of annual renewals of such insuranceless than $15,000,000, naming the Administrative Agent as an additional insured, on forms satisfactory to the Administrative Agent.

Maintenance of Insurance. Maintain Each Loan Party will maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurers not Affiliates of Borrower that are licensed to do business in the time State where the relevant coverage policy is placed issued and, with respect to any property and casualty insurance, also in the States where the Mortgaged Property or renewedNegative Pledge Property is located, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, Mineral Activity conducted by a Loan Party) against such casualties and contingencies, as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas, and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent in accordance with sound business practices and the determination of management of the Loan Parties. On or before the Closing Date, Borrower shall furnish to Agent a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by Borrower and each other Loan Party, and shall cause each issuer of an insurance policy to provide Agent with an endorsement (i) showing Agent as a loss payee with respect to each policy of property or casualty insurance and naming Agent as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days’ notice will be given to Agent prior to any cancellation of, or material reduction or change in coverage provided by or other material modification to such policy, and also a cross liability/severability endorsement. Forestar Group or the other Loan Parties shall be responsible for all premiums on insurance policies. Upon Agent’s request, Borrower or Forestar Group shall deliver duplicate originals or certified copies of all such policies to Agent, and shall promptly furnish to Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been paid. At least fifteen (15) days prior to the expiration date of the policies, Forestar Group shall deliver to Agent evidence of annual renewals continued coverage, including a certificate of such insurance, as may be satisfactory to Agent.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish Persons. (b) If the Borrower or any of its Restricted Subsidiaries establishes an Insurance Subsidiary, the Borrower shall cause such Insurance Subsidiary to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) conduct its insurance business in the case of any general liability compliance in all material respects with all applicable insurance policylaws, name the Administrative Agentrules, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, regulations and orders and using sound actuarial principles and (ii) in maintain appropriate and customary stop-loss coverage and excess coverage reinsurance for individual claims. The insurance premiums and other expenses charged by any Insurance Subsidiary to the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. Borrower and its Restricted Subsidiaries shall be reasonable and customary. (c) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment a) Each Loan Party shall, and shall cause each of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedSubsidiaries to, insurance with respect to insure its properties and business assets against loss or damage of the kinds customarily by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against by Persons engaged in the same or similar business, of such types other risks (including errors and omissions) in such amounts (after giving effect to any 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 reasonable to the extent customary, all as reasonably determined by the Administrative Agent. Such insurance policies shall contain additional insured, mortgagee and customary for similarly situated Persons engaged lender loss payable special endorsements in the same or similar businesses as the Parent Borrower form and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish substance reasonably satisfactory to the Administrative Agent annuallynaming the Administrative Agent as additional insured, upon written request from mortgagee and lender loss payee, as applicable, and providing the Administrative Agent with notice of cancellation acceptable to the Administrative Agent. (b) Each Loan Party shall, information presented in reasonable detail as to the extent required under the Flood Laws, obtain and maintain flood insurance so carried. Each for such policy of insurance shall structures and contents constituting Collateral located in a flood hazard zone, in such amounts as appropriate, (i) similar structures and contents are insured by prudent companies in the case of any general liability insurance policy, name similar circumstances carrying on similar businesses and otherwise reasonably satisfactory to the Administrative AgentAgent (but, on behalf in any event, providing all flood insurance required by applicable Law). (c) Not less than fifteen (15) days (or such later date as the Administrative Agent shall agree to in its reasonable discretion) prior to the expiration date of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If policies required to be maintained by any portion of any Mortgaged Property is at any time 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 Parent 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 its Subsidiaries pursuant to the Flood Insurance Laws and (ii) terms hereof, the Borrower will deliver to the Administrative Agent one or more certificates of insurance and endorsements evidencing renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefor as Administrative Agent may reasonably request. (d) If any Loan Party fails to, or fails to cause any of its Subsidiaries to, obtain and maintain any of the policies of insurance required to be maintained pursuant to the provisions of this Section 6.5 or to pay any premium in whole or in part, the Administrative Agent may, without waiving or releasing any obligation or Default or Event of Default, at the Loan Parties’ expense, but without any obligation to do so, procure such compliance in form and substance reasonably acceptable to policies or pay such premiums. All sums so disbursed by the Administrative Agent, includingincluding any reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and reasonable and documented fees, without limitationcharges and disbursements of counsel for the Administrative Agent, evidence of annual renewals of such insuranceshall be payable by the Loan Parties to the Administrative Agent on demand and shall be additional Obligations hereunder and under the other Loan Documents, secured by the Collateral.

Maintenance of Insurance. Maintain or cause to be maintained, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurers, (i) business interruption insurance reasonably satisfactory to Administrative Agent, and (ii) casualty insurance, such public liability insurance, third party property damage insurance with respect to its liabilities, losses or damage in respect of the assets, properties and business against loss businesses of Parent and its Subsidiaries as may customarily be carried or damage of the kinds customarily insured against maintained under similar circumstances by Persons of established reputation engaged in the same or similar businessbusinesses, of such types and in each case in such amounts (after giving effect to any self-insurance reasonable insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for similarly situated Persons engaged such Persons. Without limiting the generality of the foregoing, Parent and its Subsidiaries will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the same or similar businesses as National Flood Insurance Program, in each case in compliance with any applicable regulations of the Parent Borrower Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Restricted Subsidiaries) Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are customarily at all times carried or maintained under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented of established reputation engaged in reasonable detail as to the insurance so carriedsimilar businesses. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, Lenders as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement endorsement, satisfactory in form and substance to Collateral Agent, that names the Administrative Collateral Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion thereunder and provides for at least thirty (30) days’ prior written notice to Collateral Agent of any Mortgaged Property is at any time located in an area identified by modification or cancellation of such policy. The Administrative Agent agrees that as of the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood Closing Date, the insurance has been made available under the National Flood Insurance Act coverages of 1968 (as now or hereafter in effect or successor act thereto), then the Parent Borrower shall, or shall cause and each other Loan Party to (i) maintain, or cause to be maintained, complies 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence terms of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurancethis Section.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies reasonably acceptable to the time Administrative Agent not Affiliates of the relevant coverage is placed or renewedLoan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations or as is required by applicable Law, 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance are reasonably acceptable to the Administrative Agent. (a) Cause fire and extended coverage policies maintained with respect to any Collateral to be endorsed or otherwise amended to include (i) a non-contributing mortgagee clause (regarding improvements to real property) and lenders’ loss payable clause (regarding personal property), includingin form and substance reasonably satisfactory to the Collateral Agent, without limitationwhich 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 the Collateral Agent shall promptly remit such proceeds, in their entirety, to the Lead Borrower, unless such proceeds constitute Net Proceeds on account of a Prepayment Event or a Cash Dominion Event has occurred and is continuing, in which case the Administrative Agent shall promptly apply such proceeds to reduce the outstanding balance of Credit Extensions in accordance with Sections 2.05(f) or 8.03, 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 Collateral Agent may reasonably require from time to time to protect the interests of the Credit Parties. (b) Cause commercial general liability policies and excess (umbrella) liability policies to be endorsed to name the Collateral Agent as an additional insured. (c) Cause business interruption policies (if any) to name the Collateral Agent as a loss payee and to be endorsed or amended to include (i) a provision that, from and after the Effective Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Collateral Agent (provided that the Collateral Agent shall promptly remit such proceeds, in their entirety, to the Lead Borrower, unless such proceeds constitute Net Proceeds on account of a Prepayment Event or a Cash Dominion Event has occurred and is continuing, in which case the Administrative Agent shall promptly apply such proceeds to reduce the outstanding balance of Credit Extensions in accordance with Sections 2.05(f) or 8.03, as applicable), (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 and (iii) such other provisions as the Collateral Agent may reasonably require from time to time to protect the interests of the Credit Parties. (d) Cause each such policy referred to in this Section 6.07 to also provide that it shall not be canceled, modified or not renewed (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. (e) Deliver to the Collateral Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of annual renewals renewal of a policy previously delivered to the Collateral Agent, including an insurance binder) together with evidence reasonably satisfactory to the Collateral Agent of payment of the premium therefor. None of the Credit Parties or their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.07. If the insurance policies do not provide waiver of subrogation rights against the Credit Parties and their agents or employees, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right of recovery, if any, against such insuranceparties. The designation of any form, type or amount of insurance coverage by any Credit Party under this 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.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, 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 Parent Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee thereunder and/or mortgagee thereunder(iii) in the case of property insurance, name the Administrative Agent, on behalf of the Secured Parties, as Mortgagee and loss payee. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to Holdings’ and its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear and/or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. . (b) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain Each Credit Party shall maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted SubsidiariesCredit Parties) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, Persons. (i) All such insurance shall (1) subject to the agreement of the relevant insurance provider, provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least ten (10) days (or, to the extent reasonably available, thirty (30) days) after receipt by the Collateral Agent of written notice thereof, (the Company shall deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy) or other evidence thereof to the Collateral Agent, or insurance certificate with respect thereto) and (2) name the Collateral Agent as loss payee (in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an property insurance) or additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties (in the case of liability insurance) (it being understood that, absent an Event of Default, any proceeds of any such property insurance shall be delivered by the insurer(s) to the Company or one of its Subsidiaries), as the loss payee and/or mortgagee thereunder. applicable. (ii) If any portion of any Mortgaged Property is at any time 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 Parent Borrower Company shall, or shall cause each Loan Credit Party to (i1) 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 Flood Insurance Laws and (ii2) deliver to the Administrative Agent Lender evidence of such compliance in form and substance reasonably acceptable to Lender. Following the Administrative AgentClosing Date, including, without limitation, evidence of the Company shall deliver to Lender annual renewals of such flood insurance.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (upon its inventory, equipment and other personal and real property in the good faith judgment of its management) are financially sound such form, written by such companies, in such amounts, for such periods, and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of the kinds such risks as customarily insured against by Persons engaged in the same or similar businessbusiness and as required by applicable Laws and the Collateral Documents, with provisions for, with respect to Loan Parties, payment of all losses thereunder to the Administrative Agent and such types Loan Parties as their interests may appear (with lender’s loss payable, mortgagee, and additional insured endorsements, as appropriate, in favor of the Administrative Agent). Any such amounts policies of insurance shall provide for no fewer than thirty (30) days’ prior written notice of cancellation to the Administrative Agent and the Lenders except for cancellation with respect to the nonpayment of premium (which shall provide for ten (10) days’ prior written notice of cancellation). The Administrative Agent is hereby authorized to act as attorney-in-fact for the Loan Parties in (after giving effect to the occurrence and during the continuation of an Event of Default) obtaining, adjusting, settling and canceling such insurance and indorsing any self-insurance reasonable and customary for similarly situated Persons engaged in drafts. Within ten (10) Business Days of the same or similar businesses as Administrative Agent’s written request, the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will shall furnish to the Administrative Agent annuallysuch information about the insurance of the Loan Parties and the Subsidiaries thereof (including, upon written request from without limitation, copies of insurance policies of the Loan Parties and the Subsidiaries) as the Administrative Agent, information presented in reasonable detail as Agent may from time to the insurance so carried. Each such policy of insurance shall as appropriate, time reasonably request. (ib) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent 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 Flood Insurance applicable flood insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment a) Each Loan Party shall, and shall cause each of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedSubsidiaries to, insurance with respect to insure its properties and business assets against loss or damage of the kinds customarily by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against by Persons engaged in the same or similar business, of such types other risks (including errors and omissions) in such amounts (after giving effect to any 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 reasonable to the extent customary, all as reasonably determined by the Administrative Agent. Such insurance policies (other than workers’ compensation and customary for similarly situated Persons engaged business interruption insurance) shall contain additional insured, mortgagee and lender loss payable special endorsements in the same or similar businesses as the Parent Borrower form and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish substance satisfactory to the Administrative Agent annuallynaming the Administrative Agent as additional insured, upon written request from mortgagee and lender loss payee, as applicable, and providing the Administrative Agent with notice of cancellation acceptable to the Administrative Agent. (b) Each Loan Party shall, information presented in reasonable detail as to the extent required under the Flood Laws, obtain and maintain flood insurance so carried. Each for such policy of insurance shall structures and contents constituting Collateral located in a flood hazard zone, in such amounts as appropriate, (i) similar structures and contents are insured by prudent companies in the case of any general liability insurance policy, name similar circumstances carrying on similar businesses and otherwise satisfactory to the Administrative AgentAgent (but, on behalf in any event, providing all flood insurance required by applicable Law). (c) Each Loan Party shall deliver evidence of the Secured Parties, as an additional insured thereunder as its interests may appear, insurance policies and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names endorsements described above to the Administrative Agent, Agent on behalf or prior to the Closing Date. Not less than fifteen (15) days (or such later date as the Administrative Agent shall agree to in its reasonable discretion) prior to the expiration date of the Secured Parties as the loss payee and/or mortgagee thereunder. If insurance policies required to be maintained by any portion of any Mortgaged Property is at any time 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 Parent 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 its Subsidiaries pursuant to the Flood Insurance Laws and (ii) terms hereof, the Borrower will deliver to the Administrative Agent one or more certificates of insurance and endorsements evidencing renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefor as Administrative Agent may reasonably request. (d) If any Loan Party fails to, or fails to cause any of its Subsidiaries to, obtain and maintain any of the policies of insurance required to be maintained pursuant to the provisions of this Section 6.5 or to pay any premium in whole or in part, the Administrative Agent may, without waiving or releasing any obligation or Default or Event of Default, at the Loan Parties’ expense, but without any obligation to do so, procure such compliance in form and substance reasonably acceptable to policies or pay such premiums. All sums so disbursed by the Administrative Agent, includingincluding any reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and reasonable fees, without limitationcharges and disbursements of counsel for the Administrative Agent, evidence of annual renewals of such insuranceshall be payable by the Loan Parties to the Administrative Agent on demand and shall be additional Obligations hereunder and under the other Loan Documents, secured by the Collateral.

Maintenance of Insurance. Maintain with insurance companies (a) The parties hereto acknowledge and agree that, as of the Closing Date, the Borrower in good faith believes that the Parent Borrower believes requirements set forth in Schedule 5.11 (in the good faith judgment of its management“Required Insurance”) reflect terms and conditions that are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 consistent with prudent insurance industry standards for similarly situated Persons engaged battery energy storage projects that are similar in the same or similar businesses size, type and location as the Parent Project. Within 30 days following the Closing Date, the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish deliver to the Administrative Agent annuallythe Insurance Consultant’s Report relating to the Project, upon written accompanied by a reliance letter or use of work product agreement in customary form duly executed by the Insurance Consultant. Borrower shall request that such Insurance Consultant’s Report shall include customary conclusions with respect to the insurance for the Project, including that (i) the applicable insurance requirements and coverage are in a form and on terms and conditions that are reasonable and consistent with industry standards for battery energy storage projects that are similar in size, type and location as the Project, (ii) there are no material issues that would impact the Project’s ability to comply with its contractual insurance obligations, and (iii) such procured insurance is in material compliance with the recommended insurance requirements. To the extent the Insurance Consultant’s Report concludes there are any gaps or deficiencies in coverages or amounts thereof, (A) the Borrower shall amend Schedule 5.11 to set forth a schedule of the Required Insurance consistent in all material respects with the recommendations in such report, and which amendment, if any, shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and (B) following the execution of any such amendment, (1) the Borrower shall, in all material respects and to the extent commercially available on commercially reasonable terms, promptly procure such additional coverage as necessary to rectify any such gaps or deficiencies between the Required Insurance in effect prior to such amendment and the Required Insurance required to be in effect on and after the effective date of such amendment and (2) the Borrower shall deliver to the Administrative Agent a certificate from the Borrower’s insurance broker(s) in the form of Exhibit I, identifying underwriters, type of insurance, insurance limits and policy terms, listing the special provisions required as set forth in such amended Schedule 5.11, describing the insurance obtained and stating that such insurance is in full force and effect and that all premiums then due thereon have been paid. The Loan Parties shall maintain compliance with the Required Insurance. If the Loan Parties fail to take out or maintain the full insurance coverage required by this Section 5.11, the Administrative Agent, information presented upon 10 Business Days’ prior notice (unless the aforementioned insurance would lapse within such period or has already lapsed, in reasonable detail as which event notice shall not be required) to the insurance so carried. Each Borrower of any such policy failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same. All amounts so advanced by the Administrative Agent shall as appropriate, (i) in become Secured Obligations and the case of any general liability insurance policy, name Borrower shall forthwith pay such amounts to the Administrative Agent, on behalf together with interest from the date of payment by the Secured PartiesAdministrative Agent at the rate specified in Section 2.13(c). The Borrower shall promptly reimburse the Administrative Agent for all such premiums and related costs and expenses thereto. Within 30 days after each annual policy renewal date, as an additional insured thereunder as its interests may appearthe Borrower shall deliver to the Administrative Agent (i) a certificate from the Borrower’s insurance broker(s), dated within such 30-day period, substantially in the form of Exhibit I, and (ii) customary insurance certificates (it being understood that such certificates substantially in the case of each casualty insurance policyform as previously delivered shall be deemed to be customary) confirming that the Borrower has obtained the Required Insurance. (b) The Borrower shall, contain a loss payable clause or endorsement that names within 60 days following the Closing Date, deliver to the Administrative Agent copies of all insurance policies held by any Loan Party. If a Flood Redesignation shall occur with respect to any Mortgaged Property, the Administrative Agent shall obtain a completed Flood Hazard Determination with respect to the Mortgaged Property (and provide a copy thereof to the Collateral Agent), on behalf and the Borrower shall comply with the Flood Requirements with respect to such Mortgaged Property by not later than 90 days after the date a Responsible Officer of the Secured Parties Borrower has obtained knowledge of such Flood Redesignation. (c) As a condition precedent to the occurrence of any Flood Compliance Event (other than a Flood Redesignation), the Borrower shall comply, or re-comply, as the loss payee and/or mortgagee thereunder. case may be, with the Flood Requirements applicable to such Flood Compliance Event. (d) If any portion of any Mortgaged Property is at any time located a Flood Hazard Property, the Borrower shall promptly (but in an area identified no event later than sixty (60) days after the date of such flood designation or any earlier date required by the Federal Emergency Management Agency Flood Insurance Laws) provide to the Administrative Agent and the Collateral Agent the Flood Insurance Documents with respect to such Mortgaged Property. The Collateral Agent shall provide to the Secured Parties copies of the Flood Insurance Documents, to the extent received from the Borrower. The Collateral Agent agrees to request such Flood Insurance Documents at the request of any Secured Party. The Borrower and each other Loan Party shall cooperate with the Administrative Agent and the Collateral Agent in connection with compliance with the Flood Insurance Laws, including by providing any information reasonably required by the Administrative Agent (or by any successor agencySecured Party through the Administrative Agent) in order to confirm compliance with the Flood Insurance Laws. For the avoidance of doubt, if the Borrower intends to construct a “Building” (as defined in 12 C.F.R. Chapter III, Section 339.2) in a special flood hazard area with respect within a Mortgaged Property, the Borrower will provide advance written notice to which flood insurance has been made available under the National Flood Insurance Act Administrative Agent and the Collateral Agent of 1968 (as now or hereafter in effect or successor act thereto)the planned construction commencement date, then and, to the Parent 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 extent required by the Flood Insurance Laws and (ii) deliver at such time, will provide to the Administrative Agent evidence of and the Collateral Agent the Flood Insurance Documents with respect to such compliance in form and substance reasonably acceptable “Building” on or prior to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurancedate construction commences.

Maintenance of Insurance. Maintain with insurance companies that the Borrower or Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 90 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date or, in each case, such later date as the Administrative Agent annuallymay agree), upon written request from the Administrative Agent, information presented in reasonable detail as and subject to the insurance so carried. Each terms, conditions and provisions of the Intercreditor Agreements, each such policy of insurance (other than business interruption insurance (if any), director and officer insurance and worker’s compensation insurance) shall as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the a loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the extent required by applicable Flood Insurance Laws, the Borrower or Parent Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent (not to exceed one time per fiscal year, unless an Event of Default has occurred and is continuing) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain (a) Such Grantor will maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedcompanies, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, policies (i) in insuring the case of any general liability insurance policyInventory, name Equipment and Vehicles against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the Administrative Collateral Agent and (ii) to the extent reasonably requested by the Collateral Agent, on behalf insuring such Grantor against liability for personal injury and property damage relating to such Inventory, Equipment and Vehicles, and naming the Collateral Agent for the ratable benefit of the Secured Parties, as an additional insured thereunder party or loss payee, such policies to be in such form and amounts and having such coverage as are customary in the same general area for companies engaged in the same or a similar business as such Grantor. (b) Such Subsidiary Guarantor shall not permit any cancellation, material reduction in amount or material change in coverage of any of its interests may appearinsurance policies to be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof. All such insurance shall (i) name the Collateral Agent as an additional insured party or loss payee, and (ii) in if reasonably requested by the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf include a breach of warranty clause and (iii) be reasonably satisfactory in all other respects to the Secured Parties as Collateral Agent. (c) The Borrower shall deliver to the loss payee and/or mortgagee thereunder. If any portion Collateral Agent and the Lenders a report of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area reputable insurance broker with respect to which flood such insurance substantially concurrently with the delivery by the Borrower to the Collateral Agent of its audited financial statements for each fiscal year and such supplemental reports with respect thereto as the Collateral Agent may from time to time reasonably request. (d) So long as no Event of Default shall have occurred and be continuing, all casualty payments shall be paid to the relevant Grantor. If an Event of Default has been made available under occurred and is continuing, all casualty payments shall be paid to the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Parent 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 Collateral Agent for application pursuant to Section 2.7 of 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, including, without limitation, evidence of annual renewals of such insuranceCredit Agreement.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 90 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date or, in each case, such later date as the Administrative Agent annuallymay agree), upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance (other than business interruption insurance (if any), director and officer insurance and worker’s compensation insurance) shall as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the a loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the Parent extent required by applicable Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent (not to exceed one time per fiscal year, unless an Event of Default has occurred and is continuing) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain insurance with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable insurance companies insurance on all its material Property in at the time the relevant coverage is placed or renewedleast such amounts and against at least such risks (but including in any event public liability, insurance with respect to its properties product liability and business against loss or damage of the kinds customarily interruption) as are usually insured against in the same general area by Persons companies engaged in the same or a similar business. All such insurance shall, 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annuallyextent customary (but in any event, upon written request from the Administrative Agent, information presented in reasonable detail as to the not including business interruption insurance so carried. Each such policy of insurance shall as appropriate, and personal injury insurance) (i) in provide that no cancellation thereof shall be effective until at least 10 days after receipt by the case Agent of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, written notice thereof and (ii) in name the case of each casualty insurance policy, contain a Agent as insured party or loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. payee. (b) If any portion of any Mortgaged Property subject to a Mortgage is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. (i) Cause fire and extended coverage policies maintained with respect to any Collateral to be endorsed or otherwise 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, includingwhich 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, without limitation(B) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer and (C) such other provisions as the Agent may reasonably require from time to time to protect the interests of the 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 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. (d) 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 annual renewals renewal of such insurance.a policy previously delivered to the Agent, including an insurance binder) together with evidence reasonably satisfactory to the Agent of payment of the premium therefor

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish Persons. Subject to the Administrative Agent annuallytime periods provided in Section 6.13(c), upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance (other than directors and officers policies, workers compensation policies and business interruption insurance), to the extent covering Collateral and to the extent the Collateral Agent can be granted an insurable interest therein, shall as appropriate, (i) in the case of any each such general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each such casualty insurance policy, contain a loss payable clause or mortgage endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties as the loss payee and/or or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area area(and such real estate described in this proviso, a “Flood Zone Property”) following its inclusions as Collateral hereunder (a “Redesignated Property”), the Collateral Agent shall release the Mortgage on such Redesignated Property and the Borrower shall be cooperate with respect Collateral Agent to cause such release. As a condition precedent to any amendment to this Agreement pursuant 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)any increase, then the Parent Borrower shallextension, or renewal of Loans is contemplated, the Borrower 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 Flood Insurance Laws and (ii) deliver delivered to the Administrative Agent evidence for any Mortgaged Property, a completed “life of such compliance in form the loan” Federal Emergency Management Agency Standard Flood Hazard Determination, duly executed and substance reasonably acceptable to acknowledged by the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceappropriate Loan Parties.

Maintenance of Insurance. (a) (A) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish (B) all such insurance with respect to any Collateral shall name the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, mortgagee or loss payee (i) in the case of any general liability property insurance policywith respect to Collateral) or additional insured, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agentarise, on behalf of the Secured Parties as (in the loss payee and/or mortgagee thereunder. case of liability insurance). (b) If any portion of building (or any Mortgaged part thereof) located on any Material Real Property is at any time 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 Parent Borrower shall, or shall cause each Loan Party the applicable Guarantor to (ia) maintain, or cause to be maintained, maintain 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 (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Laws Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iib) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurancecompliance.

Maintenance of Insurance. (1) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedrenewed or with a Captive Insurance Subsidiary, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, 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 will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Each Subject to Section 6.15, each such policy of insurance shall will, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear or (ii) in the case of each casualty insurance policy, contain a an additional loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the additional loss payee and/or mortgagee thereunder. . (2) If any improved portion of any Mortgaged Property is at any time 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)Laws, then the Parent Borrower shallwill, or shall will cause each Loan Party to (ia) 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 Flood Insurance Laws or as otherwise reasonably required by the Administrative Agent and (iib) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent; provided that to the extent that the requirements of this Section 6.07 are not satisfied on the Closing Date, including, without limitation, evidence the Borrower may satisfy such requirements in accordance with the Collateral and Guarantee Requirement and Section 6.11(b) but in no event later than ten (10) days prior to the recording of annual renewals of such insurancethe Mortgages and other real estate items to be delivered pursuant to the Collateral and Guarantee Requirement and Section 6.11(b).

Maintenance of Insurance. (A) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will (B) furnish to the Administrative Agent annuallyand, where relevant, the Mexican Collateral Agent, upon written its reasonable request from (not to exceed one time per fiscal year, except after the Administrative Agentoccurrence and during the continuation of an Event of Default), full information presented in reasonable detail as to the insurance so carried. Each Not later than 90 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), each such policy of insurance maintained by any Loan Party (other than business interruption insurance (if any), director and officer insurance and worker’s compensation insurance) shall (a) as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent or the Mexican Collateral Agent, on behalf of the Secured Partiesas applicable, as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent or the Mexican Collateral Agent, as applicable, in each case on behalf of the Secured Parties Lenders, as the lender loss payee and/or mortgagee thereunderthereunder and (b) state that the respective insurer shall endeavor to provide at least 30 days’ (or 10 days’ in the case of termination as a result of non-payment of premiums) prior written notice to the Administrative Agent or, as applicable, the Mexican Collateral Agent prior to the cancellation of any such insurance policy. If the Borrower or any portion Restricted Subsidiary shall fail to maintain insurance in accordance with this Section 6.07, or if the Borrower or any Restricted Subsidiary shall fail to endorse all policies or certificates with respect thereto as required pursuant to this Section 6.07, the Administrative Agent and, as applicable, the Mexican Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and the Loan Parties jointly and severally agree to reimburse the Administrative Agent and the Mexican Collateral Agent for all costs and expenses of procuring such insurance. (b) If any improvements on any Mortgaged Property is in the United States are at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent Borrower shall, or shall cause each other Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount amount, with endorsements and otherwise sufficient by an insurer reasonably acceptable to comply the Administrative Agent, and in compliance in all other respects with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and Regulation H of the Board of Governors or as otherwise required by the Lenders, and (ii) deliver to the Administrative Agent evidence of such compliance and/or insurance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance. The Borrower shall cooperate with the Lenders and provide or arrange to be provided to the Lenders all information necessary to conduct flood due diligence and flood insurance compliance.

Maintenance of Insurance. (A) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will (B) furnish to the Administrative Agent annuallyand, where relevant, the Mexican Collateral Agent, upon written its reasonable request from (not to exceed one time per fiscal year, except after the Administrative Agentoccurrence and during the continuation of an Event of Default), full information presented in reasonable detail as to the insurance so carried. Each Not later than 90 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), each such policy of insurance maintained by any Loan Party (other than business interruption insurance (if any), director and officer insurance and worker’s compensation insurance) shall (a) as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent or the Mexican Collateral Agent, on behalf of the Secured Partiesas applicable, as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent or the Mexican Collateral Agent, as applicable, in each case on behalf of the Secured Parties Lenders, as the loss payee and/or mortgagee thereunderthereunder and (b) state that the respective insurer shall endeavor to provide at least 30 days’ (or 10 days’ in the case of termination as a result of non-payment of premiums) prior written notice to the Administrative Agent or, as applicable, the Mexican Collateral Agent prior to the cancellation of any such insurance policy. If the Borrower or any portion Restricted Subsidiary shall fail to maintain insurance in accordance with this Section 6.07, or if the Borrower or any Restricted Subsidiary shall fail to endorse all policies or certificates with respect thereto as required pursuant to this Section 6.07, the Administrative Agent and, as applicable, the Mexican Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and the Loan Parties jointly and severally agree to reimburse the Administrative Agent and the Mexican Collateral Agent for all costs and expenses of procuring such insurance. (b) If any improvements on any Mortgaged Property is in the United States are at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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 Parent Borrower shall, or shall cause each other Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount amount, with endorsements and otherwise sufficient by an insurer reasonably acceptable to comply the Administrative Agent, and in compliance in all other respects with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and Regulation H of the Board of Governors or as otherwise required by the Lenders, and (ii) deliver to the Administrative Agent evidence of such compliance and/or insurance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance. The Borrower shall cooperate with the Lenders and provide or arrange to be provided to the Lenders all information necessary to conduct flood due diligence and flood insurance compliance.

Maintenance of Insurance. Maintain with insurance companies that the Parent (a) The Borrower believes (in the good faith judgment shall, and shall cause each of its management) are financially sound Subsidiaries to, procure and reputable at the time the relevant coverage is placed maintain or renewedshall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by companies, insurance with respect to its properties and business against loss associations 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish organizations reasonably satisfactory to the Administrative Agent annuallycovering such casualties, upon written request from risks, perils, liabilities and other hazards reasonably required by the Administrative Agent. In addition, the Borrower shall, and shall cause each of its Subsidiaries to, comply with all requirements regarding insurance contained in the Security Instruments. (b) All certified copies of policies or certificates thereof, and endorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance shall either have attached thereto a Lender’s loss payable endorsement for the benefit of the Administrative Agent, information presented as loss payee in reasonable detail as 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 so carriedand, 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. Each such policy All policies or certificates of insurance shall as appropriateset forth the coverage, (i) in the case limits of any general liability insurance policyliability, the name the Administrative Agent, on behalf of the Secured Partiescarrier, the policy number, and the period of coverage. In addition, all policies of insurance required under the terms hereof shall contain an endorsement or agreement by the insurer that any loss shall be 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 thereunder as 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 interests may appearSubsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended (ii) which provision shall include any reduction in the case scope or limits of each casualty insurance policycoverage) without at least 30 days’ prior written notice to the Administrative Agent and Borrower unless such is cancelled for non-payment of premium and then the Administrative Agent and Borrower will be given 10 days’ notice of cancellation. In the event that, contain a notwithstanding the “lender’s loss payable clause endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or endorsement that names a Subsidiary and any Obligations are outstanding, the Borrower shall deliver such proceeds to the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. Agent immediately upon receipt. (c) If any portion of any Mortgaged Property is at any time any real property covered by a Security Instrument includes Improved Property located in an area identified 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 with a description of such Improved Property, including the address and legal description of such Improved Property and such other information as may be -68- requested by the Administrative Agent to obtain a special flood hazard area with respect to which determination or otherwise satisfy its obligations under applicable Legal Requirements, (ii) obtain flood insurance has been made available under 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 1968 (1973, as now or hereafter in effect or successor act thereto), then the Parent Borrower shall, or shall cause each Loan Party it may be amended from time 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 Flood Insurance Laws time and (iiiii) deliver provide evidence in form and substance satisfactory to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable flood insurance to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. (a) Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage companies not Affiliates of the kinds customarily insured against by Persons engaged in the same Borrower or similar businessany Subsidiary, of such types and in such amounts (after giving effect to any self-insurance reasonable amounts, with such deductibles and customary for similarly situated Persons engaged in the same or similar businesses as the Parent Borrower and the Restricted Subsidiaries) covering such risks as are customarily carried under by companies engaged in similar circumstances by such other Persons businesses and will furnish owning similar properties in localities where the Borrower or the applicable Restricted Subsidiary operates; provided that the Borrower and its Restricted Subsidiaries may reduce the amount of insurance required to be maintained above to the extent the Borrower and its Restricted Subsidiaries establish a self-insurance program providing insurance coverage in lieu of such insurance. The Administrative Agent annuallyshall 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 written request from the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, information presented in reasonable detail as to that it will give the insurance so carried. Each such policy of insurance shall as appropriate, Administrative Agent (i) ten (10) days (in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, policy provided by Steadfast Insurance Corporation or American Guarantee and Liability Insurance Company or any Affiliate thereof) or (ii) in the case of each casualty any other insurance policy thirty (30) days (or ten (10) days in case of cancellation because of non- payment) prior written notice before any such policy or policies shall be altered (to the extent the relevant insurance carrier, as a matter of policy, contain a provides notices of alterations in its policies to such loss payable clause payees or endorsement that names mortgagees, as the case may be) or canceled. (b) With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative AgentAgent may from time to time reasonably require, if at any time the area in which any improvements located on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at designated a “flood hazard area” in any time located in an area identified Flood Insurance Rate Map published 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceLaws.

Maintenance of Insurance. Maintain (a) Each of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and Arby’s Opco Borrower shall (i) maintain for itself, and each of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and Arby’s Opco Borrower shall cause to be maintained for each of its Subsidiaries, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks that the Parent Borrower believes (is, as determined in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage a Responsible Officer of the kinds customarily insured against by Persons engaged Borrowers, sufficient, appropriate and prudent in the same conduct of the business of the kind conducted by Ultimate Parent Co-Borrower and its Subsidiaries and, in any event, all insurance required by any Collateral Documents, and (ii) cause all such insurance constituting property, general liability, excess liability or other similar business, of such types and in such amounts (after giving effect insurance relating to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish Loan Party to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appearinsured, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. mortgagee, as appropriate, and to provide that no cancellation or material change in coverage shall be effective until after 10 days’ written notice thereof to the Collateral Agent. (b) If any portion of any Mortgaged Real Property for which a Mortgage has been delivered is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area 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 Parent Borrower Borrowers shall, or shall cause each the applicable 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Lead Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its the properties and business of the Parent and its Restricted Subsidiaries against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and in similar locations, 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 and in similar locations as the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 90 days after the Administrative Agent annuallyClosing Date (or 90 days after the date any such insurance is obtained, upon written request from in the Administrative Agentcase of insurance obtained after the Closing Date), information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance shall (other than business interruption insurance, director and officer insurance, worker’s compensation insurance and other insurance customarily excluded) shall, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Collateral Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the a loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the Parent extent required by applicable Flood Insurance Laws, the Lead Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent (except after the occurrence and during the continuation of an Event of Default, not to exceed one time per fiscal year), deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative AgentAgent (not to be unreasonably withheld, includingconditioned, without limitation, evidence of annual renewals of such insurancedelayed or denied).

Maintenance of Insurance. Maintain (a) Borrower will maintain or cause to be maintained during the Construction Period, completed value builder's risk insurance covering fire, vandalism and malicious mischief in an amount equal to the full replacement cost of the Project, showing Lender as loss beneficiary, public liability insurance in an amount satisfactory to Lender and workers' compensation insurance. Borrower also shall obtain and maintain (a) hazard and liability insurance coverage on the Premises, in an amount equal to or greater than the market value of all improvements on the Premises (including, without limitation, the Project) but in no event less than the amount of the Loan; and (b) general public liability insurance with insurance companies that respect to the Parent Borrower believes Premises, in amounts and with deductibles satisfactory to Lender. (in b) Without limiting the good faith judgment of its management) are foregoing, each Credit Party shall maintain with financially sound and reputable at insurers acceptable to Lender (i) with reference to its property other than the time the relevant coverage is placed or renewedCollateral, insurance with respect to its properties against such risks and business against loss or damage in such amounts as is customary in the case of the kinds customarily insured against by Persons of established reputations engaged in the same or similar businessbusiness and similarly situated, of such types and (ii) liability and worker's compensation insurance in such amounts (after giving effect to any self-insurance reasonable and as is customary for similarly situated in the case of Persons of established reputations engaged in the same or similar businesses as business and similarly situated (except that the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish dollar amount of each Credit Party's liability insurance coverage must be acceptable to the Administrative Agent annuallylender), and, upon written request from by Lender, shall furnish Lender copies of the Administrative Agent, information presented in reasonable detail as to the policies under which such insurance so is carried. Each The Credit Parties' obligations concerning insurance of the Collateral are governed by the applicable Financing Documents. The Credit Parties shall not be required to maintain property insurance on Tissue Freezers. All insurance policies shall be provided by companies satisfactory to Lender. All such policy insurance shall contain provisions allowing completion of the Project and shall cover materials on the site. Evidence of insurance shall as appropriate, must be furnished to Lender annually within thirty (i30) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of days prior to each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurancescheduled policy expiration date.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (or, in the good faith judgment case of its managementNNN Leased Investment Properties, cause to be maintained) are with financially sound and reputable at insurance companies that are not Affiliates of the time the relevant coverage is placed Parent and that have a minimum of AM Best Rating A- VII or renewedbetter (“Third Party Insurance Companies”), insurance under a standard fire and extended perils coverage form to include Named Storm and Earthquake as reasonably deemed necessary by the Administrative Agent with respect to its properties and business against loss or damage of the kinds customarily insured against by against, and in similar fashion as, 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish covering not less than 100% of full replacement cost; provided, that the Loan Parties and their Subsidiaries may, with the prior written consent of the Administrative Agent, maintain such insurance under a plan by self-insurance, or a large deductible program, or a captive insurance arrangement (collectively, “Self-Insurance”) instead of with one or more Third Party Insurance Companies if (but only if): (i) Tangible Net Worth exceeds $250,000,000 at the time such Self Insurance arrangement is entered into by any Loan Party or Subsidiary thereof and, subject to the immediately following proviso, at all times that such Self Insurance is maintained, (ii) the Loan Parties' and their Subsidiaries’ “self insurance” does not at any time exceed a limit of $1,000,000 per occurrence and (iii) commercial general liability Self Insurance, if any, shall be no less restrictive than an ISO standard CG 00 01 policy form (any such Self Insurance maintained by a Loan Party or Subsidiary satisfying the requirements of clauses (i) - (iii) being referred to herein as “Permitted Self Insurance”); provided, further, that (i) if Tangible Net Worth becomes less than $250,000,000 (but greater than or equal to $200,000,000) on any date during the period in which any Loan Party maintains Self Insurance, the Loan Parties shall, within ninety (90) days from such date, terminate such Self Insurance and cause all such 94 insurance to be provided by one or more Third Party Insurance Company until such time as Tangible Net Worth equals at least $250,000,000 and (ii) if Tangible Net Worth becomes less than $200,000,000 on any date during the period in which any Loan Party maintains Self Insurance, the Loan Parties shall, within ten (10) days from such date (or such longer period as the Administrative Agent may agree), terminate such Self Insurance and cause all such insurance to be provided by one or more Third Party Insurance Company until such time as Tangible Net Worth equals at least $250,000,000. (b) Cause all liability insurance maintained by a Loan Party with respect to an Eligible Investment Property to (i) provide for not less than 30 days’ (or 10 days in the case of termination for failure to pay premiums) prior notice to the Administrative Agent annuallyof termination, upon written request from the Administrative Agent, information presented in reasonable detail as to the lapse or cancellation of such insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names name the Administrative Agent, Agent as additional insured on behalf of the Secured Parties as (which additional insured status shall, in the loss payee and/or mortgagee thereunder. If case of Self Insurance, be provided via endorsement no less restrictive than ISO endorsement CG 20 10 07 04). (c) Without limiting the foregoing, each Loan Party shall (i) maintain fully paid flood hazard insurance on all or any portion of any Mortgaged an Eligible Investment Property that is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special federally designated flood hazard area with respect to which flood insurance has been made available under the zone, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1968 (1994 and as now or hereafter in effect or successor act thereto)otherwise mandated under applicable law, then the Parent 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 Flood Insurance Laws and (ii) deliver upon request of the Administrative Agent, furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such compliance in form policies prior to the expiration or lapse thereof, and substance reasonably acceptable (iii) furnish to the Administrative AgentAgent prompt written notice of any redesignation of any Eligible Investment Property into or out of a federally designated flood hazard zone. (d) Each Loan Party shall indemnify, includingprotect, without limitationdefend and hold each Indemnitee harmless from and against claims (alleged or real), evidence actions, damages, liabilities and expenses (including court costs and reasonable attorneys’ fees) arising out of, relating to or in any manner connected with such Loan Party’s or any of annual renewals its Subsidiaries’ failure to maintain the policies of insurance required by this Agreement, which indemnity will cover, among other matters, any amount of exposure resulting from: (i) such insuranceLoan Party’s or Subsidiary’s election to maintain Self-Insurance for any coverage required by this Agreement, (ii) the deductible amount under any insurance coverage for which such Loan Party or Subsidiary is responsible under this Agreement, (iii) liability in excess of the amount of any insurance coverage for which such Loan Party or Subsidiary is responsible under this Agreement, or (iv) any other uninsured or underinsured liability for which such Loan Party or Subsidiary is responsible under this Agreement.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedrenewed or with a Captive Insurance Subsidiary, insurance policies with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, upon reasonable written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriateappropriate and as is customary, (ia) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured PartiesLenders, as an additional insured thereunder as its interests may appear, and appear and/or (ii) in the case of each property and casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Lenders as the loss payee and/or mortgagee thereunder. ; provided that to the extent that the requirements of this Section 6.07 are not satisfied on the Closing Date, the Borrower may satisfy such requirements within ninety days of the Closing Date (as extended by the Administrative Agent). (b) If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the Parent extent required by applicable Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with an insurer that the Borrower believes (in the good faith judgment of its management) to be 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 Flood Insurance Laws and (ii) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent. Each of the parties hereto acknowledges and agree that, includingany increase, without limitationextension, or renewal of any of the Loans or Commitments shall be subject to (and conditioned upon) the prior delivery of a Flood Insurance Certificate and in the event any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, a duly executed notice about special flood hazard area status and flood disaster assistance and evidence of annual renewals of such insuranceflood insurance to the extent required under this Section 6.07(b).

Maintenance of Insurance. (a) Maintain or cause to be maintained with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies and not Affiliates of the time the relevant coverage is placed or renewedLoan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations or as is required by Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons Persons. (b) Maintain for themselves and their Subsidiaries, a Directors and Officers insurance policy, and a “Blanket Crime” policy with responsible companies in such amounts as are customarily carried by business entities engaged in similar businesses similarly situated, and will upon request by the Agent furnish the Agent certificates evidencing renewal of each such policy. (c) Cause fire and extended coverage policies maintained with respect to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as any ABL Collateral to the insurance so carried. Each such policy of insurance shall as appropriate, be endorsed or otherwise amended to include (i) a lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the case 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 and (ii) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer. (d) Cause commercial general liability insurance policy, policies to be endorsed to name the Administrative Agent, on behalf of the Secured Parties, Agent as an additional insured thereunder insured. (e) Cause business interruption policies, if any, to name the Agent as its interests may appeara loss payee and to be endorsed or amended to include (i) a provision that, from and after the Effective Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Agent, and (ii) a provision to the effect that none of the Loan Parties, the Agent, the Agent or any other party shall be a co-insurer. (f) Cause each such policy referred to in this Section 6.07 to also provide that it shall not be canceled, modified or non-renewed (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 case payment of each casualty insurance 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. (g) Deliver to the Agent, prior to the cancellation or non-renewal of any such policy of insurance, evidence of a renewal or replacement policy, contain a loss payable clause or endorsement that names including an insurance binder therefor, together with evidence satisfactory to the Administrative Agent, on behalf Agent of payment of the Secured Parties as premium therefor. None of the Credit Parties, or their agents or employees shall be liable for any loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified or damage insured by the Federal Emergency Management Agency (insurance policies required to be maintained under this Section 6.07. Each Loan Party shall look solely to its insurance companies or any successor agency) 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 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)required above, then the Parent Borrower shallLoan Parties hereby agree, 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 Flood Insurance Laws extent permitted by law, to waive their right of recovery, if any, against the Credit Parties and (ii) deliver to their agents and employees. The designation of any form, type or amount of insurance coverage by any Credit Party under this 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 Administrative Agent evidence purposes of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence business of annual renewals the Loan Parties or the protection of such insurancetheir properties.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies that are not Affiliates of Borrower and are acceptable to Administrative Agent, insurance with respect to its 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 compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are acceptable to Administrative Agent and are customarily carried under similar circumstances by such other Persons and will furnish Persons. Borrower shall deliver to the Administrative Agent annually, upon written request from endorsements to all of the following: (a) “All Risk” and business interruption insurance policies of Borrower naming Administrative Agent, information presented in reasonable detail as to for the insurance so carried. Each such policy benefit of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured PartiesAgent and Lenders, as an additional insured thereunder a loss payee, as its interests may appear, and (iib) general liability and other liability policies of Borrower naming Administrative Agent, for the benefit of Administrative Agent and Lenders, as an additional insured. All policies of insurance on personal property will include an endorsement, in the case of each casualty insurance policyform and substance acceptable to Administrative Agent, contain a showing loss payable clause to Administrative Agent as its interests may appear, for the benefit of Administrative Agent and Lenders (Form 438 BFU or endorsement other form acceptable to Administrative Agent) and such other endorsements as Administrative Agent shall reasonably request. Such endorsement, or an independent instrument furnished to Administrative Agent, will provide that names the insurer will give at least 30 days’ prior written notice to Administrative Agent before any such policy or policies of insurance shall be altered or canceled (or, if such cancellation relates to a liability insurance policy and is due to non-payment of premium, at least 10 days’ (or such greater time as Administrative Agent may agree in writing) notice) and that no act or default of Borrower or any other Person shall affect the right of Administrative Agent, on behalf of Administrative Agent and Lenders, to recover under such policy or policies of insurance in case of loss or damage. So long as no Event of Default has occurred and is continuing, Borrower shall have the Secured Parties as option of applying the loss payee and/or mortgagee thereunder. If any portion proceeds of any Mortgaged Property is at any time located casualty, in an area identified by aggregate amount not to exceed the Federal Emergency Management Agency Threshold Amount in the aggregate in any period of twelve (12) consecutive months, toward the replacement or repair of destroyed or damaged property or the purchase of other property useful in the business of Borrower; provided that any successor agency) as a special flood hazard area with respect such replaced or repaired property or other property useful to Borrower’s business, to the extent replacing Collateral, shall be deemed Collateral in which flood insurance Bank has been made available granted a first priority security interest subject to Permitted Liens, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Parent Borrower such casualty policy 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 at the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence option of such compliance in form and substance reasonably acceptable to the Administrative Agent, includingbe applied to the Obligations to the extent such proceeds constitute Collateral. Administrative Agent reserves the right at any time, without limitationupon review of Borrower’s risk profile, evidence to require additional forms and limits of annual renewals of such insuranceinsurance to adequately protect Administrative Agent’s interests in accordance with Administrative Agent’s normal practices for similarly situated borrowers.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carriedPersons. Each such policy of insurance shall as appropriate, appropriate (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured PartiesLenders, as an additional insured thereunder as its interests interest may appear, and appear or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties Lenders, as the loss payee and/or mortgagee thereunder. If any portion of the improvements on any Mortgaged Property is are at any time 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 then, to the Parent Borrower extent required by applicable Flood Insurance Laws, the Company shall, or shall cause each Loan Party to to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent 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. Following the Original Closing Date, including, without limitation, evidence of the Borrower shall deliver to the Administrative Agent annual renewals of such flood insurance. As a condition precedent to any amendment to this Agreement pursuant to which any increase, extension, or renewal of Loans is contemplated, the Borrower shall cause to be delivered to the Administrative Agent for any Mortgaged Property, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination, duly executed and acknowledged by the appropriate Loan Parties, and evidence of flood insurance, as may be required pursuant to the Flood Insurance Laws.

Maintenance of Insurance. (1) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedrenewed or with a Captive Insurance Subsidiary, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish to the Administrative Agent annuallyLenders, 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 will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Each Subject to Section 6.13(2), each such policy of insurance shall will, as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and appear or (ii) in the case of each casualty insurance policy, contain a an additional loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Parties, as the additional loss payee and/or mortgagee thereunder. . (2) If any improved portion of any Mortgaged Property is at any time 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)Laws, then the Parent Borrower shallwill, or shall will cause each Loan Party to (ia) 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 Flood Insurance Laws and (iib) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent; provided that to the extent that the requirements of this Section 6.07 are not satisfied on the Closing Date, including, without limitation, evidence of annual renewals of the Borrower may satisfy such insurance.requirements in accordance with the Collateral and Guarantee Requirement and Section 6.11

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish Persons; 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. Not later than 30 days after the Closing Date (or such later date as the Administrative Agent shall agree in its reasonable discretion), the Borrower shall have delivered to the Administrative Agent annuallyevidence that umbrella (for the Borrower and Restricted Subsidiaries), upon written request from the Administrative Agent, information presented property and liability insurance has been obtained and is in reasonable detail as to the insurance so carried. Each such policy of insurance effect and shall as appropriate, cause (i) in the case of any general liability insurance policy, name the Administrative Agent, Agent to be named as a loss payee on behalf of property and casualty policies covering loss or damage to Collateral and (ii) the Secured Parties, Administrative Agent to be named as an additional insured thereunder on liability policies as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names to which the Administrative AgentAgent shall have reasonably requested to be so named. With respect to each Material Real Property subject to a Mortgage, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is if at any time the area in which the buildings and other improvements (as described in the applicable Mortgage) are located is designated a “flood hazard area” in an area identified any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which ), obtain and maintain in effect flood insurance has been made available under in such amounts as shall ensure compliance with the National Flood Insurance Program as set forth in the National Flood Insurance Reform Act of 1968 1994 (as now or hereafter in effect or successor act theretothe “NFIP”) and related legislation (including the regulations of the Board of Governors of the Federal Reserve System), then the Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies (or otherwise reasonably acceptable to the time Administrative Agent) which are not Affiliates of the relevant coverage is placed Loan Parties (or renewedthrough self-insurance arrangements reasonably acceptable to the Administrative Agent), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations or as is required by applicable Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance are reasonably acceptable to the Administrative Agent. The Administrative Agent and the Lenders acknowledge that the insurance described in Section 5.10 and the insurance carriers priding such insurance are acceptable as of the Closing Date. (a) 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), includingin form and substance reasonably satisfactory to the Collateral Agent, without limitationwhich 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 (and the Collateral Agent agrees, unless a Triggering Event is then continuing or the proceeds are required to be applied to the Obligations and Other Liabilities in accordance with the provisions of Sections 2.05(c) or 2.05(e), to deliver such insurance proceeds as the Borrower may direct), (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 Collateral 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 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 (and the Collateral Agent agrees, unless a Triggering Event is then continuing or the proceeds are required to be applied to the Obligations and Other Liabilities in accordance with the provisions of Sections 2.05(c) or 2.05(e), to deliver such insurance proceeds as the Borrower may direct), (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 and (iii) such other provisions as the Collateral 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(a) shall also provide that it shall not be canceled or not renewed (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 Borrower shall deliver to the Collateral Agent, prior to the cancellation or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of annual renewals renewal of a policy previously delivered to the Collateral Agent, including an insurance binder) together with evidence reasonably satisfactory to the Collateral Agent of payment of the premium therefor. (b) None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.07. Each such insuranceinsurance 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 any Credit Party under this 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. (c) Maintain for themselves and their Subsidiaries, a Directors and Officers insurance policy, and a “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 the Administrative Agent furnish the Administrative Agent certificates evidencing renewal of each such policy.

Maintenance of Insurance. Maintain Each Credit Party shall maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted SubsidiariesCredit Parties) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, Persons. (i) All such insurance shall (1) subject to the agreement of the relevant insurance provider, provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least ten (10) days (or, to the extent reasonably available, thirty (30) days) after receipt by the Collateral Agent of written notice thereof, (the Parent Company shall deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy) or other evidence thereof to the Collateral Agent, or insurance certificate with respect thereto) and (2) name the Collateral Agent as loss payee (in the case of any general liability insurance policy, name the Administrative Agent, property insurance) or additional insured on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and Lenders (ii) in the case of each casualty liability insurance) (it being understood that, absent an Event of Default, any proceeds of any such property insurance policyshall be delivered by the insurer(s) to the Parent Company or one of its Subsidiaries), contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. applicable. (ii) If any portion of any Mortgaged Property is at any time 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 Parent Borrower Company shall, or shall cause each Loan Credit Party to (i1) 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 Flood Insurance Laws and (ii2) deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to Collateral Agent. Following the Administrative AgentClosing Date, including, without limitation, evidence of the Parent Company shall deliver to Collateral Agent annual renewals of such flood insurance.

Maintenance of Insurance. Maintain The Company shall, and shall cause each of its Subsidiaries to, maintain with insurance companies that the Parent Borrower Company believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 Parent Borrower Company and the Restricted its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to Persons. Not later than 30 days after the Administrative Agent annuallyIssue Date (or the date any such insurance is obtained, upon written request from in the Administrative Agentcase of insurance obtained after the Issue Date), information presented in reasonable detail as to the insurance so carried. Each each such policy of insurance (other than business interruption insurance, director and officer insurance and worker’s compensation insurance) shall as appropriate, appropriate and subject to the Permitted Working Capital Intercreditor Agreement (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, Collateral Agent as an additional insured thereunder as its interests may appear, and or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Collateral Agent, on behalf of the Secured Parties Holders, as the loss payee and/or mortgagee thereunder. If the improvements on any portion real property that is subject to a mortgage in favor of any Mortgaged Property is the Collateral Agent are at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area 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)Program, then then, to the Parent Borrower extent required by applicable flood insurance laws, the Company shall, or shall cause each Loan Party to Guarantor to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Collateral Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws applicable flood insurance laws and (ii) upon the reasonable request of the Collateral Agent (except upon the occurrence and during the continuation of an Event of Default, not to exceed one (1) time per Fiscal Year), deliver to the Administrative Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Collateral Agent, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain (a) Such Grantor will maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedcompanies, insurance policies (i) insuring all its property in accordance with respect to its properties the requirements set forth at Section 6.6 of the Credit Agreement, (ii) insuring the Inventory and business Equipment against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessfire, of such types explosion, theft 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish casualties as may be reasonably satisfactory to the Administrative Agent annuallyand (iii) insuring such Grantor against liability for personal injury and property damage relating to such Inventory and Equipment, upon such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the other Secured Parties. (b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until receipt by the Administrative Agent of written request from notice thereof, (ii) name the Administrative Agent as an additional insured party or loss payee, (iii) to the extent available on commercially reasonable terms, and if reasonably requested by the Administrative Agent, information presented include a breach of warranty clause and (iv) be reasonably satisfactory in reasonable detail as all other respects to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and . (iic) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence a report of a reputable insurance broker with respect to such insurance substantially concurrently with each delivery of the Borrower’s audited annual financial statements pursuant to Section 6.1(a) of the Credit Agreement and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request. If any Grantor fails to obtain insurance as required under this Section 5.2, to pay any amount or furnish any required proof of payment to third Persons, or if the Administrative Agent receives any notice of termination or cancellation of any such insurance policies or reduction of coverages or amounts thereunder, the Administrative Agent shall be entitled to obtain or renew, as applicable, any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to Section 6.6 of the Credit Agreement or otherwise to obtain similar insurance in place of such compliance policies, in form and substance reasonably acceptable to each case at the Administrative Agent, including, without limitation, evidence expense of annual renewals of such insurancethe Grantors.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish Persons. (b) Cause commercial general liability policies to be endorsed to name the Administrative Agent as an additional insured or transferred to the Administrative Agent. (c) Cause All Risk and Business Interruption policies to name the Administrative Agent annuallyas a lender loss payee and to be endorsed or amended to include (i) a provision that, upon written request from and after the Closing Date, after the occurrence and during the continuance of a Cash Dominion Period, in the event of an insurable loss, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the All Risk and Business Interruption policies directly to the Administrative Agent, information presented in reasonable detail as (ii) no provision of coinsurance applicable to the insurance so carried. Each Loan Parties, the Secured Parties or any other Person and (iii) such policy of insurance shall other provisions as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf Agent may reasonably require from time to time to protect the interests of the Secured Parties, as an additional insured thereunder as its interests may appear, and . (iid) in If the case of each casualty insurance policy, contain improvements on a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is are at any time 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 Laws (including as a result of 1968 (as now or hereafter in effect or successor act theretore-zoning), then the Parent 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 Requirements of Law promulgated pursuant to the Flood Insurance Laws or as otherwise required by the Lenders and (ii) deliver to the Administrative Agent Agent, upon its reasonable request therefor, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agentinsurance, including, without limitation, evidence of annual renewals of such insurance. (e) Cause each such policy referred to in this Section 5.06 to also provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium except upon not less than 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 30 days’ prior written notice thereof by the insurer to the Administrative Agent. (f) Deliver to the Administrative Agent a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent, including an insurance binder or certificate of insurance) together with evidence reasonably satisfactory to the Administrative Agent of either payment of the premium therefor or that such premium is being financed reasonably promptly following each such renewal, replacement or modification.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (or, in the good faith judgment case of its managementNNN Leased Investment Properties, cause to be maintained) are with financially sound and reputable at insurance companies that are not Affiliates of the time the relevant coverage is placed Parent and that have a minimum of AM Best Rating A- VII or renewedbetter (“Third Party Insurance Companies”), insurance under a standard fire and extended perils coverage form to include Named Storm and Earthquake as reasonably deemed necessary by the Administrative Agent with respect to its properties and business against loss or damage of the kinds customarily insured against by against, and in similar fashion as, 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish covering not less than 100% of full replacement cost; provided, that the Loan Parties and their Subsidiaries may, with the prior written consent of the Administrative Agent, maintain such insurance under a plan by self-insurance, or a large deductible program, or a captive insurance arrangement (collectively, “Self-Insurance”) instead of with one or more Third Party Insurance Companies if (but only if): (i) Tangible Net Worth exceeds $250,000,000 at the time such Self Insurance arrangement is entered into by any Loan Party or Subsidiary thereof and, subject to the immediately following proviso, at all times that such Self Insurance is maintained, (ii) the Loan Parties’ and their Subsidiaries’ “self insurance” does not at any time exceed a limit of $1,000,000 per occurrence and (iii) commercial general liability Self Insurance, if any, shall be no less restrictive than an ISO standard CG 00 01 policy form (any such Self Insurance maintained by a Loan Party or Subsidiary satisfying the requirements of clauses (i) - (iii) being referred to herein as “Permitted Self Insurance”); provided, further, that (i) if Tangible Net Worth becomes less than $250,000,000 (but greater than or equal to $200,000,000) on any date during the period in which any Loan Party maintains Self Insurance, the Loan Parties shall, within ninety (90) days from such date, terminate such Self Insurance and cause all such insurance to be provided by one or more Third Party Insurance Company until such time as Tangible Net Worth equals at least $250,000,000 and (ii) if Tangible Net Worth becomes less than $200,000,000 on any date during the period in which any Loan Party maintains Self Insurance, the Loan Parties shall, within ten (10) days from such date (or such longer period as the Administrative Agent may agree), terminate such Self Insurance and cause all such insurance to be provided by one or more Third Party Insurance Company until such time as Tangible Net Worth equals at least $250,000,000. (b) Cause all liability insurance maintained by a Loan Party with respect to an Eligible Investment Property to (i) provide for not less than 30 days’ (or 10 days in the case of termination for failure to pay premiums) prior notice to the Administrative Agent annuallyof termination, upon written request from the Administrative Agent, information presented in reasonable detail as to the lapse or cancellation of such insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names name the Administrative Agent, Agent as additional insured on behalf of the Secured Parties as (which additional insured status shall, in the loss payee and/or mortgagee thereunder. If case of Self Insurance, be provided via endorsement no less restrictive than ISO endorsement CG 20 10 07 04). (c) Without limiting the foregoing, each Loan Party shall (i) maintain fully paid flood hazard insurance on all or any portion of any Mortgaged an Eligible Investment Property that is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special federally designated flood hazard area with respect to which flood insurance has been made available under the zone, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1968 (1994 and as now or hereafter in effect or successor act thereto)otherwise mandated under applicable law, then the Parent 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 Flood Insurance Laws and (ii) deliver upon request of the Administrative Agent, furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such compliance in form policies prior to the expiration or lapse thereof, and substance reasonably acceptable (iii) furnish to the Administrative AgentAgent prompt written notice of any redesignation of any Eligible Investment Property into or out of a federally designated flood hazard zone. (d) Each Loan Party shall indemnify, includingprotect, without limitationdefend and hold each Indemnitee harmless from and against claims (alleged or real), evidence actions, damages, liabilities and expenses (including court costs and reasonable attorneys’ fees) arising out of, relating to or in any manner connected with such Loan Party’s or any of annual renewals its Subsidiaries’ failure to maintain the policies of insurance required by this Agreement, which indemnity will cover, among other matters, any amount of exposure resulting from: (i) such insuranceLoan Party’s or Subsidiary’s election to maintain Self-Insurance for any coverage required by this Agreement, (ii) the deductible amount under any insurance coverage for which such Loan Party or Subsidiary is responsible under this Agreement, (iii) liability in excess of the amount of any insurance coverage for which such Loan Party or Subsidiary is responsible under this Agreement, or (iv) any other uninsured or underinsured liability for which such Loan Party or Subsidiary is responsible under this Agreement.

Maintenance of Insurance. Maintain (a) Each Grantor will maintain, with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedcompanies, insurance with respect to its properties and business against loss or damage of policies (i) insuring the kinds customarily insured against by Persons engaged in the same or similar business, of such types and Collateral in such amounts (after giving effect to and covering such risks as is required by any self-insurance reasonable and customary for similarly situated Persons Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by businesses of similar size engaged in the same or similar activities with deductibles at least as favorable as those generally maintained by businesses as the Parent Borrower of similar size engaged in similar activities and the Restricted Subsidiaries(ii) as are customarily carried under similar circumstances by insuring such other Persons Grantor and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to for the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf benefit of the Secured Parties, against liability for hazards, risks and liability to persons and property relating to the Collateral, in amounts and with deductibles at least as an additional insured thereunder favorable as its interests those generally maintained by businesses of similar size engaged in similar activities, such policies to be in such form and having such coverage as may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names be reasonably satisfactory to the Administrative Agent, on behalf Agent and the Lenders. (b) All such insurance shall (i) name the Administrative Agent for the benefit of the Secured Parties as the loss payee and/or mortgagee thereunder. If (to the extent covering risk of loss or damage to tangible property) and as an additional insured (to the extent covering any portion other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days (or ten (10) days for nonpayment of premiums) after receipt by the Administrative Agent of written notice thereof and (iii) be reasonably satisfactory in all other respects to the Administrative Agent. (c) Each Grantor shall notify the Administrative Agent promptly whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.2 is taken out by Holdings or any Subsidiary; and promptly deliver to the Administrative Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the applicable Grantor shall obtain flood insurance in such total amount as the Administrative Agent or the Lenders may from time to time require, if at any time the area in which any improvements located on any Mortgaged Property is at designated a "flood hazard area" in any time located in an area identified Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area ), and otherwise comply with respect to which flood insurance has been made available under the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1968 1973, as amended from time to time. (as now or hereafter in effect or successor act thereto)e) Upon the request of the Administrative Agent from time to time, then the Parent Borrower shall, or each Grantor 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence and the Lenders periodic information from a reputable insurance broker with respect to the insurance referred to in this Section 4.2. (f) In the event that the proceeds of any insurance claim are paid to any Grantor after the Administrative Agent has exercised its right to foreclose after an Event of Default, such compliance proceeds shall be held in form trust for the benefit of the Administrative Agent and substance reasonably acceptable immediately after receipt thereof shall be paid to the Administrative Agent, including, without limitation, evidence of annual renewals of such insuranceAgent for application in accordance with the Credit Agreement.

Maintenance of Insurance. Maintain Each Credit Party shall maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedinsurance companies, insurance with respect to its 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 Parent Borrower and the Restricted SubsidiariesCredit Parties) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, Persons. (i) All such insurance shall (1) subject to the agreement of the relevant insurance provider, provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least ten (10) days (or, to the extent reasonably available, thirty (30) days) after receipt by the Collateral Agent of written notice thereof, (the Company shall deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy) or other evidence thereof to the Collateral Agent, or insurance certificate with respect thereto) and (2) name the Collateral Agent as loss payee (in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an property insurance) or additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties (in the case of liability insurance) (it being understood that, absent an Event of Default, any proceeds of any such property insurance shall be delivered by the insurer(s) to the Company or one of its Subsidiaries), as the loss payee and/or mortgagee thereunder. applicable. (ii) If any portion of any Mortgaged Property is at any time 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 Parent Borrower Company shall, or shall cause each Loan Credit Party to (i1) maintain, or cause to be maintained, with a financially sound and reputable insurerInsurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii2) deliver to the Administrative Agent Lender evidence of such compliance in form and substance reasonably acceptable to Lender. Following the Administrative AgentClosing Date, including, without limitation, evidence of the Company shall deliver to Lender annual renewals of such flood insurance.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies (that are not Affiliates of the time the relevant coverage is placed or renewed, Borrower) insurance with respect to its 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 Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons Persons, and will furnish providing for not less than 30 days’ prior notice to the Administrative Agent annuallyof termination, upon written request from lapse or cancellation of such insurance, which insurance (except as to Excluded Subsidiaries) shall name the Administrative Agent, information presented in reasonable detail Agent as to the insurance so carried. Each such policy of insurance shall as appropriate, loss payee (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an casualty insurance) or additional insured thereunder as its interests may appear, and (ii) in the case of each liability insurance); provided, however, if any insurance proceeds are paid on the account of a casualty insurance policyto assets or properties of any Loan Party that do not constitute Collateral and at such time no Event of Default shall have occurred and is continuing, contain a loss payable clause or endorsement that names then the Administrative AgentAgent shall take such actions, on behalf of including endorsement, to cause any such insurance proceeds to be promptly remitted to the Secured Parties as Borrower to be used by the loss payee and/or mortgagee thereunder. If Borrower or such Loan Party in any portion of any manner not prohibited by this Agreement. (b) Notwithstanding anything herein to the contrary, with respect to each Mortgaged Property is (if any), if at any time located the area in an area identified which the buildings and other improvements (as described in the applicable Mortgage) is designated a “flood hazard area” in any Flood Insurance Rate Map published 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 Parent Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, obtain flood insurance in an such total amount as the Administrative Agent may from time to time reasonably require, and otherwise sufficient to comply ensure compliance with all applicable rules and regulations promulgated pursuant to the NFIP as set forth in the Flood Insurance Laws and (ii) Laws. Following the Closing Date, the Borrower shall deliver to the Administrative Agent evidence annual renewals of such compliance in form and substance reasonably acceptable each earthquake insurance policy, each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. In connection with any XXXX Event, the Borrower shall provide to the Administrative Agent, including, without limitation, evidence of annual renewals Agent not later than thirty 30 days prior to the closing of such insuranceXXXX Event (and authorize the Administrative Agent to provide to the Lenders) for each Mortgaged Property (if any) a Flood Determination Form, Borrower Notice and Evidence of Flood Insurance, as applicable.

Maintenance of Insurance. Maintain or cause Lessee(s) to maintain, as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its 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 and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Administrative Agent’s request, furnish other or additional insurance deemed reasonably necessary by Administrative Agent to the extent that such insurance may be commercially available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any self-Loan disbursement, Agents shall be named as additional insureds on all liability insurance, all risk ground and flight engine coverage for damage or loss of the related Engine or Engines, and war risk insurance reasonable (if applicable) and customary Agents shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Administrative Agent endorsements to all of its (a) “All Risk” and business interruption insurance policies naming Administrative Agent as loss payee, and (b) general liability and other liability policies naming Administrative Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Administrative Agent, showing loss payable to Administrative Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Administrative Agent, will provide that the insurer will give at least thirty (30) days’ prior written notice to Administrative Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ “All Risk” policies of insurance to pay all proceeds payable thereunder directly to Administrative Agent for the ratable benefit of Lenders. Administrative Agent reserves the right at any time, upon review of Xxxxxxxx’s risk profile, to require additional forms and limits of insurance to adequately protect Lenders’ interests in accordance with Administrative Agent’s normal practices for similarly situated Persons engaged borrowers, and if the circumstances are unusual, in the same or similar businesses as the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as ’s sole opinion. With respect to the insurance so carried. Each such policy of insurance shall as appropriate, (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property that is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area area” with respect to which flood insurance has been made available under the National Flood Insurance Act Laws, the applicable Specified Property Owner (or the Borrower or one of 1968 its Affiliates on behalf of the Specified Property Owner) (as now or hereafter in effect or successor act thereto), then the Parent Borrower shall, or shall cause each Loan Party to (iA) will maintain, or cause to be maintained, with a financially sound and reputable insurer, insurance companies such flood insurance in an such reasonable total amount as the Administrative Agent or any Lender may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (iiB) promptly upon request of the Administrative Agent or any Lender, will deliver to the Administrative Agent or such Lender, as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative AgentAgent and such Lender, including, without limitation, evidence of annual renewals of such insurance.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment a) Each Loan Party shall, and shall cause each of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedSubsidiaries to, insurance with respect to insure its properties and business assets against loss or damage of the kinds customarily by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against by Persons engaged in the same or similar business, of such types other risks (including errors and omissions) in such amounts (after giving effect to any 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 reasonable to the extent customary, all as reasonably determined by the Administrative Agent. Such insurance policies shall contain additional insured, mortgagee and customary for similarly situated Persons engaged lender loss payable special endorsements in the same or similar businesses as the Parent Borrower form and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish substance satisfactory to the Administrative Agent annuallynaming the Administrative Agent as additional insured, upon written request from mortgagee and lender loss payee, as applicable, and providing the Administrative Agent with notice of cancellation acceptable to the Administrative Agent. (b) Each Loan Party shall, information presented in reasonable detail as to the extent required under the Flood Laws, obtain and maintain flood insurance so carried. Each for such policy of insurance shall structures and contents constituting Collateral located in a flood hazard zone, in such amounts as appropriate, (i) similar structures and contents are insured by prudent companies in the case of any general liability insurance policy, name similar circumstances carrying on similar businesses and otherwise satisfactory to the Administrative AgentAgent (but, on behalf in any event, providing all flood insurance required by applicable Law). (c) Each Loan Party shall deliver evidence of the Secured Parties, as an additional insured thereunder as its interests may appear, insurance policies and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names endorsements described above to the Administrative Agent, Agent on behalf or prior to the Closing Date. Not less than five (5) days (or such later date as the Administrative Agent shall agree to in its reasonable discretion) prior to the expiration date of the Secured Parties as the loss payee and/or mortgagee thereunder. If insurance policies required to be maintained by any portion of any Mortgaged Property is at any time 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 Parent 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 its Subsidiaries pursuant to the Flood Insurance Laws and (ii) terms hereof, the Borrower will deliver to the Administrative Agent one or more certificates of insurance and endorsements evidencing renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefor as Administrative Agent may reasonably request. (d) If any Loan Party fails to, or fails to cause any of its Subsidiaries to, obtain and maintain any of the policies of insurance required to be maintained pursuant to the provisions of this Section 6.5 or to pay any premium in whole or in part, the Administrative Agent may, without waiving or releasing any obligation or Default or Event of Default, at the Loan Parties’ expense, but without any obligation to do so, procure such compliance in form and substance reasonably acceptable to policies or pay such premiums. All sums so disbursed by the Administrative Agent, includingincluding any reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and reasonable fees, without limitationcharges and disbursements of counsel for the Administrative Agent, evidence of annual renewals of such insuranceshall be payable by the Loan Parties to the Administrative Agent on demand and shall be additional Obligations hereunder and under the other Loan Documents, secured by the Collateral.

Maintenance of Insurance. Maintain with (a) Borrower will, at all times prior to the repayment in full of the Indebtedness, at its own expense, cause to be carried and maintained (i) general risk property insurance companies that to cover, among other things, the Parent Borrower believes Units in an amount not less than 110% of the then outstanding principal balance of the Loans and (in the good faith judgment of its managementii) are financially sound and reputable at the time the relevant coverage is placed or renewed, public liability insurance with respect to its properties and business against loss or damage for personal injury, death or property damage suffered upon, in or about any premises occupied by Borrower or any Affiliate or occurring as a result of the kinds customarily insured use, maintenance or operation of the Units in an amount not less than $200,000,000 per occurrence, and otherwise against by Persons engaged in the same or similar businesssuch risks, with such insurance companies and with such terms (including co-insurance, deductibles, limits of such types liability and loss payment provisions) as are customary under Borrower’s risk management program and in such amounts keeping with risks assumed by Class I railroads generally. (after giving effect b) Borrower may self-insure with respect to any or all of the above risks if customary under such risk management program and in keeping with risks assumed by Class I railroads generally and the self-insurance reasonable levels are consistent with prudent commercial practice taking into account Borrower’s financial condition and customary available resources. Such coverage may provide for similarly situated Persons engaged in the same or similar businesses as the Parent Borrower and the Restricted Subsidiaries) deductible amounts as are customarily carried customary under similar circumstances Borrower’s risk management program and in keeping with risks assumed by such other Persons and will furnish to Class I railroads generally. Notwithstanding the Administrative Agent annuallyforegoing, upon written request from the Administrative Agent, information presented in reasonable detail as to the all insurance so carried. Each such policy of insurance shall as appropriate, coverage (i) in the case of any general liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence self-insurance) with respect to the Units required under this Agreement shall be comparable to, and no less favorable than, insurance coverage applicable to equipment owned or leased by Borrower or its Affiliates which is comparable to the Units. Borrower shall, at its own expense, be entitled to make all proofs of annual renewals loss and take all other steps necessary to collect the proceeds of such insurance. (c) Prior to or upon the expiration of any insurance required to be carried hereunder, Borrower shall provide the Administrator with certificates of insurance evidencing that such insurance has been replaced or renewed in compliance with this Section 4.4. In addition, Borrower shall promptly advise the Administrator each time its self-insured retention is increased to an amount exceeding (i) $10,000,000 in the case of insurance required pursuant to Section 4.4(a)(i) or (ii) $15,000,000 in the case of insurance required pursuant to Section 4.4(a)(ii). (d) The insurance policies carried pursuant to this Section 4.4 shall: (i) In the case of the property insurance, name the Administrator as loss payee, as its interest may appear, (ii) In the case of liability insurance, name the Administrator as an additional insured, (iii) Require thirty (30) days’ prior notice of cancellation for any reason to the Administrator, except with respect to cancellation due to non-payment of premiums; (iv) Not require contributions from other policies held by the Administrator in respect of Borrower’s self-insured retention or any paid insurance, (v) With respect to the insurance described in the preceding clause (a)(i) only, waive any right of subrogation of the insurers against the Administrator; and (vi) Waive the right of insurers to set-off, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Administrator. (e) If Borrower is in default of its obligation to maintain the insurance coverage specified herein, the Administrator may, at its option, but shall not be required to, provide such insurance, and in such event, (i) Borrower shall, upon demand from time to time, reimburse the Administrator for the cost of such insurance together with interest thereon at the Overdue Rate, from the date of payment thereof to but excluding the date of receipt of such reimbursement and (ii) upon such reimbursement in full, the Default or Event of Default resulting from any such failure shall be deemed cured. (f) The entire proceeds of any property insurance or third-party payments for damages or an Event of Loss with respect to any Unit received by the Administrator shall be promptly paid over to, and retained by, Borrower, in trust for the Administrator and pending application as provided in Section 2.5; provided, however, if at the time of such payment an Event of Default shall have occurred and be continuing, all such amounts shall be paid to the Administrator, applied to any amounts then due and owing and as and when other amounts may subsequently become due and owing under the Loan Documents, and otherwise held by the Administrator as security for the obligations of Borrower under the Loan Documents.

Maintenance of Insurance. (a) Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies reasonably acceptable to the time Administrative Agent and not Affiliates of the relevant coverage is placed or renewedLoan Parties (except to the extent that the Insurance Captives are Affiliates of the Loan Parties), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businessbusiness and operating in the same or similar locations and as is otherwise required by applicable Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons and will furnish as are reasonably acceptable to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall as appropriate, (i) or in the case of any general property and casualty insurance policies covering the ABL Priority Collateral, reasonably acceptable to the Co-Collateral Agents), including coverage for business interruption and public liability insurance policyagainst claims for personal injury or death or property damage occurring upon, name in, about or in connection with the use of any properties owned, occupied or controlled by it. (b) Cause fire and extended coverage policies maintained with respect to any Collateral and business interruption coverage to provide (by endorsement or otherwise): (i) a non-contributing mortgage clause (regarding improvements to real property); (ii) that none of the Loan Parties, Credit Parties or any other Person (other than an Insurance Captive) shall be a co-insurer; (iii) a customary lender’s loss payable clause, in form and substance reasonably satisfactory to the Administrative AgentAgent (or in the case of property and casualty insurance policies covering the ABL Priority Collateral, on behalf reasonably acceptable to the Co-Collateral Agents), which shall provide that the insurance carrier shall pay all proceeds otherwise payable to the Loan Parties under the policies to the Administrative Agent as its interests may appear (it being understood that there will be a separate lender’s loss payable clause for the benefit of the Secured Parties, as an additional insured thereunder Term Loan Agent as its interests may appear, and that the rights of Administrative Agent and Term Loan Agent will be subject to the Term Loan Intercreditor Agreement); (iiiv) that neither the Loan Parties, the Administrative Agent nor any other Person (other than an Insurance Captive) shall be a co-insurer thereunder; (v) a “Replacement Cost Endorsement”, without any deduction for depreciation; and (vi) such other provisions as the Administrative Agent may reasonably require from time to time to protect its and the Lenders’ interests. (c) Cause commercial general liability policies to provide coverage to the Administrative Agent as an additional insured. (d) (i) Cause each policy of insurance required by this Section 6.07 to also provide that it shall not be canceled by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Administrative Agent or for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent, except, in each case, in the case of each casualty force majeure, (ii) notify the Administrative Agent promptly (and in any event within five (5) Business Days) whenever it receives a notice from the insurance policy, contain a carrier that any policy required by this Section 6.07 will be canceled for any reason and (iii) use reasonable efforts to include in such clause that the insurance carrier will provide prior written notice to the loss payable clause payee of any modification to the policy so as to reduce the scope or endorsement amount of coverage in any material respect and otherwise notify the Administrative Agent on or about the date that names any policy required by this Section 6.07 is modified so as to reduce the scope or amount of coverage in any material respect. (e) Deliver to the Administrative Agent, on or about the date of the cancellation or non-renewal of any policy of insurance required by this Section 6.07, a certificate of insurance for the replacement policy; and deliver to the Administrative Agent, on or about the date of the renewal of any policy of insurance required by this Section 6.07, a certificate evidencing renewal of each such policy. (f) Maintain for themselves and their Subsidiaries, a Directors and Officers insurance policy, and a “Blanket Crime” policy, the “Blanket Crime” policy including employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, and computer fraud coverage, placed with responsible companies and otherwise as customarily insured against by Persons engaged in the same or similar business and operating in the same or similar locations and as is otherwise required by applicable Law, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons, and will upon request by the Administrative Agent furnish the Administrative Agent certificates evidencing renewal of each such policy. (g) Permit, upon the reasonable request of the Administrative Agent, any representatives that are designated by the Administrative Agent to inspect the insurance policies maintained by or on behalf of the Secured Loan Parties as and to inspect books and records related thereto and any properties covered thereby at any reasonable time during business hours. (h) Deliver to the loss payee and/or mortgagee thereunder. Administrative Agent, upon the Administrative Agent’s reasonable request therefor, (i) copies and updated certificates of insurance for the insurance policies required by this Section 6.07 and the applicable provisions of the Security Documents, and (ii) duplicate originals or certified copies of all such policies covering any Collateral. (i) If any portion of any Mortgaged Property is at any time the area in which any Real Estate Collateral Property subject to a Mortgage is located is designated (i) a “special flood hazard area” in an area identified any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount (after giving effect to any self-insurance compatible with the following standards) as a special flood hazard area is customarily carried under similar circumstances by Persons engaged in the same or similar business and operating in the same or similar locations, and as is otherwise required by applicable Law, and as is reasonably acceptable to the Administrative Agent, and otherwise comply with the Flood Program, or (ii) in “seismic zone” 3 or 4 (as defined in the Uniform Building Code 1997 map published by the International Conference of Building Officials), obtain earthquake insurance in such total amount as is customarily carried under similar circumstances by Persons engaged in the same or similar business and operating in the same or similar locations, and as is otherwise required by applicable Law, and as is reasonably acceptable to the Administrative Agent. (j) With respect to which flood any Real Estate Collateral Property, carry and maintain commercial general liability insurance has been made available on an occurrence basis covering bodily injury including death, and property damage liability in such amounts (after giving effect to any self-insurance compatible with the following standards) as is customarily carried under similar circumstances by Persons engaged in the National Flood Insurance Act of 1968 (same or similar business and operating in the same or similar locations and as now or hereafter in effect or successor act thereto)is otherwise required by applicable Law, then and as is reasonably acceptable to the Parent Borrower shallAdministrative Agent, or shall cause each Loan Party to naming the Administrative Agent as an additional insured. (i) maintain, Notify the Administrative Agent promptly whenever any separate insurance concurrent in form or cause contributing in the event of loss with that required to be maintainedmaintained under this Section 6.07 is taken out by any Loan Party, 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence a certificate of insurance for such policy or policies within thirty (30) days of such compliance in form and substance reasonably acceptable to policy or policies (or, at the reasonable request of the Administrative Agent, includingduplicate originals thereof) being taken out by any Loan Party. (l) The insurance companies providing the insurance required to be maintained under this Section 6.07 shall have no rights of subrogation against any Credit Party or its agents or employees. If, without limitationhowever, evidence the insurance policies do not provide waiver of annual renewals 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 to the extent payment for such insuranceloss or damage is actually made by the insurance companies issuing the insurance policies required to be maintained under this Section 6.07. The designation of any form, type or amount of insurance coverage by any Credit Party under this 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.

Maintenance of Insurance. (a) Maintain or cause to be maintained with insurance companies that the Parent Borrower believes (in the good faith judgment of its management) are financially sound and reputable at insurance companies and not Affiliates of the time the relevant coverage is placed or renewedLoan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons -107- engaged in the same or similar businessbusiness and operating in the same or similar locations or as is required by Law, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in compatible with the same or similar businesses as the Parent Borrower and the Restricted Subsidiariesfollowing standards) as are customarily carried under similar circumstances by such other Persons Persons. (a) Maintain for themselves and their Restricted Subsidiaries, a Directors and Officers insurance policy, and, in respect of the Loan Parties, a “Blanket Crime” policy or in respect of any other Restricted Subsidiary an equivalent policy in the relevant jurisdiction, in each case with responsible companies in such amounts as are customarily carried by business entities engaged in similar businesses similarly situated, and will upon request by the Agent furnish the Agent certificates evidencing renewal of each such policy. (b) Cause marine cargo, fire and extended coverage policies maintained with respect to the Administrative Agent annually, upon written request from the Administrative Agent, information presented in reasonable detail as any ABL Priority Collateral to the insurance so carried. Each such policy of insurance shall as appropriate, be endorsed or otherwise amended to include (i) a lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the case 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 and (ii) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer. (c) Cause commercial general liability insurance policy, policies to be endorsed to name the Administrative Agent, on behalf of the Secured Parties, Agent as an additional insured thereunder insured. (d) Cause business interruption policies, if any, to name the Agent as its interests may appeara 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, and (ii) in a provision to the case effect that none of each casualty insurance policythe Loan Parties, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (Agent or any successor agencyother party shall be a co‑insurer. (e) as a special flood hazard area with respect Use commercially reasonable efforts 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 Parent Borrower shall, or shall cause each Loan Party such policy referred to in this Section 6.07 to also provide that it shall not be canceled, modified or non-renewed (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 by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Flood Insurance Laws and Agent (giving the Agent the right to cure defaults in the payment of premiums) or (ii) deliver for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable Agent. (f) Deliver to the Administrative Agent, including, without limitationprior to the cancellation or non-renewal of any such policy of insurance, evidence of annual renewals a renewal or replacement policy (or other evidence of such insurancerenewal of a policy previously delivered to the Agent, including an insurance binder), together with evidence reasonably satisfactory to the Agent of payment of the premium therefor.

Maintenance of Insurance. Maintain with insurance companies that the Parent Borrower believes (in the good faith judgment a) Each Loan Party shall, and shall cause each of its management) are financially sound and reputable at the time the relevant coverage is placed or renewedSubsidiaries to, insurance with respect to insure its properties and business assets against loss or damage of the kinds customarily by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against by Persons engaged in the same or similar business, of such types other risks (including errors and omissions) in such amounts (after giving effect to any 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 reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Parent Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons and will furnish to the Administrative Agent annuallyextent customary, upon written request from all as reasonably determined by the Administrative Agent. From the Initial Credit Extension and thereafter, information presented in reasonable detail as subject to the Section 6.15, such insurance so carried. Each such policy of insurance policies shall as appropriate, contain (i) in the case of any general liability insurance policyadditional insured, name the Administrative Agent, on behalf of the Secured Partiesmortgagee and/or lender loss payable special endorsements, as an additional insured thereunder as its interests may appearapplicable, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the loss payee and/or mortgagee thereunder. If any portion of any Mortgaged Property is at any time 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 Parent 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 Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably satisfactory to the Administrative Agent naming the Administrative Agent as additional insured, mortgagee and/or lender loss payee, as applicable, (ii) endorsements providing the Administrative Agent with notice of cancellation acceptable to the Administrative Agent, includingand (iii) waiver of subrogation endorsements in form and substance reasonably satisfactory to the Administrative Agent. (b) Each Loan Party shall, to the extent required under the Flood Laws, obtain and maintain flood insurance for such structures and contents constituting Collateral located in a flood hazard zone, in such amounts as similar structures and contents are insured by prudent companies in similar circumstances carrying on similar businesses and otherwise reasonably satisfactory to the Administrative Agent (but, in any event, providing all flood insurance required by applicable Law). (c) Each Loan Party shall deliver evidence of the insurance policies and endorsements described above to the Administrative Agent on or prior to the Closing Date. Not less than 15 days (or such later date as the Administrative Agent shall agree to in its reasonable discretion) prior to the expiration date of the insurance policies required to be maintained by any Loan Party or its Subsidiaries pursuant to the terms hereof, the Borrower will deliver to the Administrative Agent one or more certificates of insurance and endorsements evidencing renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefor as Administrative Agent may reasonably request. (d) If any Loan Party fails to, or fails to cause any of its Subsidiaries to, obtain and maintain any of the policies of insurance required to be maintained pursuant to the provisions of this Section 6.5 or to pay any premium in whole or in part, the Administrative Agent may, without limitationwaiving or releasing any obligation or Default or Event of Default, evidence at the Loan Parties’ expense, but without any obligation to do so, procure such policies or pay such premiums. All sums so disbursed by the Administrative Agent, including any reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and reasonable and documented fees, charges and disbursements of annual renewals counsel for the Administrative Agent, shall be payable by the Loan Parties to the Administrative Agent within three Business Days of such insurancereceipt of a written demand by the Administrative Agent and shall be additional Obligations hereunder and under the other Loan Documents, secured by the Collateral.