Common use of Maintenance of Insurance Clause in Contracts

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distribution.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each of its Subsidiaries to, at all times maintain in full force and effect, with insurance companies that the Distribution DateBorrower believes (in its reasonable business judgment) are financially sound and reputable at the time the relevant coverage is placed or renewed, Nuance shall insurance in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged in by the Credit Parties; and will furnish to the Administrative Agent for further delivery to the Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried, including (i) cause endorsements to (A) all “All Risk” policies naming the members Administrative Agent, on behalf of the SpinCo Group Secured Parties, as loss payee and their respective employees(B) all general liability and other liability policies naming the Administrative Agent, officers and directors to continue to be covered on behalf of the Secured Parties, as additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit legends providing that no cancellation, material reduction in amount or material change in insurance coverage thereof shall be effective until at least thirty (30) days after receipt by the members Administrative Agent of written notice thereof. (b) Within forty-five (45) days after the Closing Date, the Borrower shall have delivered to the Administrative Agent copies of each insurance policy (or binders in respect thereof), in form and substance reasonably satisfactory to the Administrative Agent. (c) Without limiting the foregoing, the Borrower will, and will cause each of its Subsidiaries to, (i) maintain, if available, fully paid flood hazard insurance on all owned or leased Real Property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by Flood Insurance Laws or as otherwise reasonably required by the Administrative Agent or any Lender, (ii) furnish to the Administrative Agent evidence of the SpinCo Group renewal (and their respective employees, officers and directors to submit claims relating to, arising out payment of or resulting from facts, circumstances, events or matters that occurred renewal premiums therefor) of all such policies prior to the Distribution Date expiration or lapse thereof, and (iii) furnish to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability Administrative Agent prompt written notice of any coverage under redesignation of any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members owned or leased improved Real Property into or out of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionspecial flood hazard area.

Maintenance of Insurance. Until the Distribution Date, Nuance Honeywell shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under NuanceHoneywell’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Honeywell Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims arising from or relating to, arising out of or resulting from to facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIIX, Nuance Honeywell and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance Honeywell intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Honeywell Group by any insurance carrier effective immediately prior to the Distribution Date. The Subject to Section 9.02, the SpinCo Group will not be entitled entitled, on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, or to the extent any claims are made pursuant to any Nuance Honeywell claims-made policies on or after the Distribution Date. No member of the Nuance Honeywell Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Honeywell shall, and shall cause the other members of the Nuance Honeywell Group to, use reasonable best efforts to take such actions as are necessary to cause all insurance policies of the Nuance Honeywell Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance Honeywell be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distribution.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Administrative Agent. TGI shall deliver (x) on the Closing Date and annually thereafter original certificates of insurance describing and certifying as to the existence of the insurance required to be maintained by this Agreement and the other members Loan Documents, together with a copy of the Nuance Group toendorsement described in the next sentence attached to such certificate and (y) at the request of the Administrative Agent, use reasonable best efforts from time to cause time a summary schedule indicating all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or then in force with respect to TGI and its Subsidiaries. From and after the members Closing Date, such policies of insurance shall contain special endorsements, in form and substance acceptable to the Administrative Agent, which shall (i) specify the Administrative Agent as an additional insured and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of TGI or relevant Subsidiary and not that of the SpinCo Group and their respective employeesAdministrative Agent, officers and directors (ii) include effective waivers by the insurer of all claims for insurance premiums against the Administrative Agent, (iii) provide that no cancellation of such policies for any reason (including non-payment of premium) shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation (except that the prior notice period to continue to provide such coverage with respect to acts, omissions or events occurring the Administrative Agent may be ten (10) days prior to cancellation resulting from non-payment of premium), (iv) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds, and (v) provide that inasmuch as the Distribution policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured, (vi) provide that the interest of the Banks shall be insured regardless of any breach or violation by the applicable Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan parties or others insured under such policies and (vii) provide a waiver of any right to set off or counterclaim or any other deduction and provide that any rights of subrogation which the insurers may have or acquire shall be adjusted in accordance with their terms as if the Distribution had not occurred; provided“lender loss payee” clauses of each such policy, however, that which in no event each case shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported reasonably satisfactory to the insurer on Administrative Agent. TGI shall notify the Administrative Agent promptly of any occurrence causing a material loss or after decline in value of insured assets and the Distributionestimated (or actual, if available) amount of such loss or decline.

Maintenance of Insurance. Until Except if the Distribution Datefailure to do so would not reasonably be expected to have a Material Adverse Effect, Nuance shall maintain in full force and effect, with insurance companies that the Borrower believes (i) cause in the members good faith judgment of the SpinCo Group management of the Borrower) are financially sound and their respective employeesresponsible at the time the relevant coverage is placed or renewed, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner at least such amounts (after giving effect to any self-insurance which is no less favorable than the coverage provided for Borrower believes (in the Nuance Group and (ii) permit the members good faith judgment of management of the SpinCo Group Borrower) is reasonable and their respective employeesprudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower and the Restricted Subsidiaries, officers and directors but with respect to submit claims relating toflood insurance, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date only to the extent permitted under such policiesrequired by applicable Law. With respect Subject to policies currently procured by SpinCo Section 6.16, the Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent, for the sole benefit of the SpinCo GroupSecured Parties, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except be named as otherwise expressly permitted in this Article VIIIan additional insured, Nuance and SpinCo acknowledge thatlender loss payee and/or loss payee, as of immediately prior applicable, with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the Distribution DateBorrower and each Subsidiary Guarantor and the Collateral Agent, Nuance intends to take such action as it may deem necessary or desirable to remove for the members benefit of the SpinCo Group and their respective employeesSecured Parties, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty named as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, lender loss payee and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or mortgagee with respect to the members property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, unless an Event of the SpinCo Group Default shall have occurred and their respective employeesbe continuing, officers and directors to continue to provide (A) all proceeds from such coverage with respect to acts, omissions or events occurring prior insurance policies shall be paid to the Distribution in accordance with their terms Borrower or Subsidiary Guarantors, as if applicable, (B) to the Distribution had not occurred; providedextent the Collateral Agent receives any proceeds, howeverthe Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured, lender loss payee and/or loss payee under any property insurance maintained by the Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that in no event the Borrower and/or its applicable Subsidiaries shall Nuance be required have the sole right to extend adjust or maintain coverage under claims-made policies with respect to settle any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionunder such insurance.

Maintenance of Insurance. Until The Borrower will, and will cause each Restricted Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business; and will furnish to the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried; provided that prior to the Spinoff Date, Nuance shall (i) cause all such insurance may be carried, at the members Borrower’s option, by OPC for the benefit of the SpinCo Group Borrower and the Restricted Subsidiaries. During any Borrowing Base Trigger Period (and only during any Borrowing Base Trigger Period), the Secured Parties shall be the additional insureds on any such liability insurance as their respective employeesinterests may appear and, officers if casualty insurance is obtained, the Administrative Agent shall be the additional loss payee under any such casualty insurance; provided that, so long as no Event of Default has occurred and directors is then continuing, the Secured Parties will provide any proceeds of such casualty insurance to continue the Borrower to be covered as the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or repair of the property insured parties under Nuance’s thereby. During any Borrowing Base Trigger Period (and only during any Borrowing Base Trigger Period), all policies of insurance in a manner which is no less favorable than required by the coverage provided for the Nuance Group and (ii) permit the members terms of the SpinCo Group and their respective employees, officers and directors this Agreement or any Security Document shall provide that each insurer shall endeavor to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred give at least 30 days’ prior written notice to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit Administrative Agent of the SpinCo Group, SpinCo shall continue to maintain any cancellation of such insurance coverage through (or at least 10 days’ prior written notice in the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as case of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members cancellation of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members due to non-payment of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionpremiums).

Maintenance of Insurance. Until (a) Maintain with financially sound and reputable insurance companies not Affiliates of the Distribution DateBorrower or any of its Subsidiaries insurance with respect to its properties (including Mortgaged Properties) and business in such amounts, Nuance shall with such coverages and deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower and its Subsidiaries operate; provided that the Borrower and its Subsidiaries may self-insure up to the same extent as such other companies. (i) Subject to the Intercreditor Agreement, cause the members all property insurance policies covering any Collateral maintained by any Loan Party to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement in favor of the SpinCo Group Administrative Agent or name the Administrative Agent as loss payee, in each case in form and their respective employeessubstance reasonably satisfactory to the Administrative Agent, officers and directors which endorsement shall provide that 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 proceeds otherwise payable to continue a Loan Party under such policies directly to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and Administrative Agent, (ii) permit cause each such policy to provide that it shall not be canceled, modified or not renewed upon less than thirty (30) days’ (or, in the members case of any of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or foregoing resulting from factsfailure to pay premiums, circumstancesupon less than ten (10) days’) (or, events or matters that occurred in each case, such shorter number of days as may be agreed to by the Administrative Agent) prior written notice thereof by the insurer to the Distribution Date Administrative Agent, (iii) deliver to the extent permitted under Administrative Agent, upon the cancellation, modification or nonrenewal of any such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member insurance, a certificate of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance renewal or replacement policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to (iv) cause all liability insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made (other than policies with respect to worker’s compensation and other policies where such designation is not customary) maintained by any claims first made against Loan Party to name the Administrative Agent as an additional insured. (c) If at any time the area in which any Mortgaged Property is located is designated a member “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as required by Regulation H of the SpinCo Group Federal Reserve Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or first reported thereof may from time to time require, and otherwise comply with the insurer on or after National Flood Insurance Program as set forth in the DistributionFlood Disaster Protection Act of 1973, as it may be amended from time to time.

Maintenance of Insurance. Until Maintain with insurance companies that the Distribution DateBorrower believes in good faith are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, Nuance insurance (other than flood insurance unless required by applicable Laws) with respect to its properties and business against loss or damage, of such types and in such amounts as reasonably determined in good faith by the Borrower as appropriate for the business of the Borrower and its Restricted Subsidiaries (after giving effect to any self-insurance reasonable and customary for similarly situated Persons as reasonably determined in good faith by the Borrower as appropriate for the business of the Borrower and its Restricted Subsidiaries). The Borrower shall use commercially reasonable efforts to ensure that (except for business interruption insurance (if any), director and officer insurance, auto insurance, worker’s compensation insurance and other insurance that is payable to third parties or would not customarily be endorsed to the Administrative Agent as contemplated by this sentence) unless otherwise agreed by the Administrative Agent, as appropriate, within ninety (90) days after the Closing Date (plus any extensions consented to by the Administrative Agent) (i) cause the members each general commercial liability insurance policy of the SpinCo Group Borrower and their respective employeesthe Subsidiary Guarantors names the Administrative Agent, officers and directors to continue to be covered on behalf of the Secured Parties, as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and thereunder as its interests may appear and/or (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such each property casualty insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members Collateral contains a loss payable clause or endorsement that names the Administrative Agent, on behalf of the SpinCo Group Secured Parties, as the loss payee thereunder; provided, in each case that (without limiting the provisions of Section 2.05), (a) so long as no Event of Default under Section 8.01(a)(i) or (f) shall have occurred and their respective employeesbe continuing, officers and directors to continue to provide any proceeds payable under such coverage with respect to acts, omissions or events occurring prior casualty insurance shall be paid directly to the Distribution Borrower or the applicable Restricted Subsidiary and not the Administrative Agent for application in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported (to the extent applicable), and as permitted under, this Agreement and (b) the Administrative Agent shall promptly deliver such documentation as the Borrower or the applicable insurer on or after shall reasonably request to confirm and give effect to the Distributionprovisions of preceding clause (a).

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members Each of the SpinCo Group Borrowers and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance other Loan Parties shall, and shall cause each of the Restricted Subsidiaries of Borrowers and all other Loan Parties to maintain, with financially sound and reputable insurance companies not Affiliates of any Loan Party, insurance with respect to their respective properties and businesses 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 as are customarily carried under similar circumstances by such other Persons, and in each case with respect to such risks, in such amounts, and with insurers satisfactory Administrative Agent. Each of the Borrowers and the other members Loan Parties shall provide Administrative Agent evidence of the Nuance Group torenewal of such insurance on an annual basis. All property and key person policies shall have a lender’s loss payable endorsement showing Administrative Agent, use reasonable best efforts for the ratable benefit of the Lending Parties, as sole loss payee and waive subrogation against the Lending Parties, and all liability policies shall show Administrative Agent, on behalf of the Lending Parties, or have endorsements showing Administrative Agent, on behalf of the Lending Parties, as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to cause give Administrative Agent, on behalf of the Lending Parties, at least thirty days’ notice before cancelling, amending, or declining to renew its policy and ten days’ notice of any non-payment of premiums. At any Lending Party’s request, Loan Parties shall deliver certified copies of all of the insurance policies of the Nuance Group that immediately prior each Borrower and its Restricted Subsidiaries and evidence of all premium payments. Subject to the Distribution provide coverage to or with respect to Intercreditor Agreement and the members of the SpinCo Group and their respective employeesterms hereof, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage proceeds payable under claims-made policies any policy with respect to any claims first made against a member Revolving Credit Priority Collateral (as such term is defined in the Intercreditor Agreement) shall, at Administrative Agent’s option or at the direction of Required DDTL Approving Lenders, be payable to Administrative Agent on behalf of the SpinCo Group Lending Parties on account of the Obligations. If any Loan Party fails to obtain insurance as required under this Section 6.07 or first reported to pay any amount or furnish any required proof of payment to third persons and Lenders, Administrative Agent or Lenders may make all or part of such payments or obtain such insurance policies required in this Section 6.07 and take any action under the insurer on policies that Lenders and Administrative Agent deem necessary or after the Distributionprudent.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution DateBorrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, Nuance insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis; and will furnish to the Administrative Agent, promptly following written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried (provided, that, for so long as no Event of Default has occurred and is continuing, the Administrative Agent shall be entitled to make such request only once in any calendar year) and (b) with respect to any Mortgaged Property, the Borrower will promptly obtain flood insurance in such total amount as may be reasonably required by the Collateral Agent, if at any time the area in which any improvements located on any Mortgaged Property is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973. Subject to the terms of the Second Lien Intercreditor Agreement or any other applicable intercreditor agreement, each such policy of insurance (other than any representations and warranties policy, workers’ compensation policy, directors and officers indemnification policy, business interruption insurance policy, automobile policy, pollution legal liability policy and any casualty policy that provides coverage exclusively for any property of the Credit Parties that is not Collateral) shall (i) cause in the members case of each general liability and umbrella liability insurance policy, name the Collateral Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to continue to be covered Secured Parties as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the SpinCo Group and their respective employeesSecured Parties as a loss payee thereunder; provided, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior notwithstanding any provision hereof to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo contrary Borrower and its Subsidiaries shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to not be in compliance with this Section 9.3 until the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group date that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or is at least (90) days after the DistributionClosing Date (as such deadline may be extended by the Administrative Agent, in its reasonable discretion).

Maintenance of Insurance. Until the Distribution DateMaintain, Nuance shall and cause each of its Subsidiaries to maintain, insurance with reputable insurance companies or associations (including commercial general liability, property, worker’s compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts, subject to such deductibles and self-insurance retentions and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated. Each policy of comprehensive general liability and general property insurance shall, if applicable, (i) cause name the members of the SpinCo Group and their respective employeesLender as an additional insured thereunder as its interests may appear, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit in the members case of each property insurance policy, contain a loss payable clause or endorsement that names the Lender as the loss payee thereunder and use commercially reasonable efforts to cause such endorsements to provide that the insurer will provide at least 30 days’ (or in the case of non-payment, 10 days) prior written notice to the Lender of the SpinCo Group and their respective employees, officers and directors exercise of any right of cancellation. All certificates of insurance are to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior be delivered to the Distribution Date Lender and the policies are to be premium prepaid, with the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit loss payable and additional insured endorsement in favor of the SpinCo Group, SpinCo shall continue Lender and such other Persons as the Lender may designate from time to time. If any Loan Party or any of its Subsidiaries fails to maintain such insurance coverage through insurance, the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIILender may arrange for such insurance, Nuance but at the Borrower’s expense and SpinCo acknowledge thatwithout any responsibility on the Lender’s part for obtaining the insurance, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members solvency of the SpinCo Group insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and their respective employeesduring the continuance of an Event of Default, officers the Lender shall have the sole right, in the name of the Lender, any Loan Party and directors as insured parties its Subsidiaries, to file claims under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwisepolicies, to make receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionpolicies.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (ia) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Each Borrower shall, and shall cause the other members each of the Nuance Group its Relevant Subsidiaries to, use reasonable best efforts procure and maintain or shall cause to cause all insurance be procured and maintained continuously in effect policies of insurance in form and amounts, covering such casualties, risks, perils, liabilities and other hazards as are customarily carried by businesses similarly situated, all such insurance to be in amounts and from insurers reasonably acceptable to Lender. In addition, each Borrower shall, and shall cause each of its Relevant Subsidiaries to, comply with all requirements regarding insurance contained in the Nuance Group Security Documents. (b) All policies of insurance shall either have a lender’s loss payable endorsement (which may be a blanket endorsement) for the benefit of Lender, as loss payee in form reasonably satisfactory to Lender or shall provide by endorsement (including by blanket endorsement) that immediately prior to the Distribution provide coverage to or Lender is an additional insured (except with respect to workers compensation insurance and employer’s liability insurance), as applicable Borrowers shall deliver copies of all such policies to Lender with a satisfactory lender’s loss payable endorsement naming Lender as sole loss payee or additional insured, as appropriate. All policies of insurance shall set forth the members coverage, the limits of liability, the name of the SpinCo Group carrier, the policy number, and their respective employeesthe period of coverage and shall contain an agreement of the insurer waiving all rights of setoff, officers counterclaim or deductions and directors a waiver of subrogation against each Borrower and its Relevant Subsidiaries. Each policy of insurance or endorsement shall contain a clause requiring the insurer to continue give not less than 30 days prior written notice to provide Lender in the event of cancellation of the policy for any reason whatsoever. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to any Borrower or a Relevant Subsidiary, except as permitted under Section 5.02(c) below, Borrowers shall deliver such coverage proceeds to Lender immediately upon receipt. (c) Borrowers shall give Lender prompt notice of any loss covered by such insurance in excess of $1,000,000 and any loss not covered by insurance in excess of $200,000. Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies), shall be paid over to Lender to be applied at the option of Lender either to the prepayment of the Obligations or shall be disbursed to Borrowers under staged payment terms reasonably satisfactory to Lender for application to the cost of repairs, replacements, or restorations. Any such repairs, replacements, or restorations shall be effected with respect reasonable promptness and shall be of a value at least equal to acts, omissions the value of the items or events occurring property destroyed prior to such damage or destruction. (d) After the Distribution occurrence and during the continuance of an Event of Default, all proceeds of insurance, including any casualty insurance proceeds, property insurance proceeds, proceeds from actions, and any other proceeds, shall be paid directly to Lender and, if necessary, assigned to Lender to be applied in accordance with Section 7.06 of this Agreement, whether or not the Obligations are then due and payable, or as Lender may otherwise direct. (e) In the event that any insurance proceeds are paid to Borrowers or any of their terms Relevant Subsidiaries in violation of Sections 5.02(c) or (d), Borrowers or such Relevant Subsidiary shall hold the proceeds in trust for Lender and promptly pay the proceeds to Lender with any necessary endorsement. Upon the request of Lender, Borrowers and each of its Relevant Subsidiaries shall execute and deliver to Lender any additional assignments and other documents as if may be necessary to enable Lender to directly collect the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionproceeds as set forth herein.

Maintenance of Insurance. Until (a) Except if the Distribution Datefailure to do so could not reasonably be expected to have a Material Adverse Effect, Nuance maintain in full force and effect, with insurance companies that the Lux Borrower believes (in the good faith judgment of the management of the Lux Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Lux Borrower believes (in the good faith judgment of management of the Lux Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Lux Borrower and the Restricted Subsidiaries. The Borrowers shall use commercially reasonable efforts to ensure that at all times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the Borrowers and each Subsidiary Guarantor and the Collateral Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance maintained by the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Lux Borrower, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Lux Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Lux Borrower and its Subsidiaries, and (C) the Collateral Agent agrees that the Lux Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07(a) shall be deemed satisfied if the Borrowers obtain insurance policies that are customary and appropriate for the applicable jurisdiction. (b) If (x) any improved portion of any Mortgaged Property located in the United States 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 Collateral Agent shall have delivered notice(s) to the relevant Borrower Party pursuant to Section 208.25(i) of Regulation H of the FRB stating that such mortgaged property is located in the United States and in such special flood hazard area with respect to which such flood insurance has been made available, then the Lux Borrower shall, or shall cause each Loan Party to (i) maintain, or cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of maintained, with a financially sound and reputable insurer, flood insurance in a manner which is no less favorable than an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the coverage provided for the Nuance Group Flood Insurance Laws and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior deliver to the Distribution Date Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionAdministrative Agent.

Maintenance of Insurance. (a) Until the Distribution Date, Nuance Xerox shall (i) cause the members of the SpinCo Conduent Group and their respective employees, officers and directors to continue to be covered as insured parties under NuanceXerox’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Xerox Group and (ii) permit the members of the SpinCo Conduent Group and their respective employees, officers and directors to submit claims arising from or relating to, arising out of or resulting from to facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo Conduent for the sole benefit of the SpinCo Conduent Group, SpinCo Conduent shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIWithout limiting any of the rights or obligations of the Parties pursuant to Section 8.01(b), Nuance Xerox and SpinCo Conduent acknowledge that, as of immediately prior to the Distribution Date, Nuance Xerox intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Conduent Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Xerox Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Conduent Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwiseagreement, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, or to the extent any claims are made pursuant to any Nuance Xerox claims-made policies on or after the Distribution Date. No member of the Nuance Xerox Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Xerox shall, and shall cause the other members of the Nuance Xerox Group to, use reasonable best efforts to take such actions as are necessary to cause all insurance policies of the Nuance Xerox Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Conduent Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance Xerox be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Conduent Group or first reported to the insurer on or after the DistributionDistribution Date. (b) After the Distribution Date and until the third anniversary thereof, Conduent shall, and shall cause the other members of the Conduent Group to, maintain a “claims-made-based” professional liability insurance policy with respect to the BPO Business. For such time as Conduent maintains such a “claims-made-based” professional liability insurance policy with respect to the BPO Business, Conduent shall, and shall cause the other members of the Conduent Group to, use reasonable best efforts to take such actions as are necessary to ensure that the members of the Xerox Group shall have the right to assert Conduent Policy Pre-Separation Insurance Claims as an “insured” under the applicable Conduent insurance policies, in each case up to the full extent of the applicable and available limits of liability of such policy.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) Maintain, and cause each of its Restricted Subsidiaries to maintain, insurance (other than earthquake or terrorism insurance) in amounts, from responsible and reputable insurance companies or associations, with limitations, of types and on terms as is customary for the members industry; provided, that, Holdings and each of its Restricted Subsidiaries may self-insure risks and liabilities in accordance with its practice as of the SpinCo Group date hereof and their respective employees, officers may in addition self-insure risks and directors to continue to be covered liabilities in amounts as are customarily self-insured parties under Nuance’s policies of insurance by similarly situated Persons in a manner which is no less favorable than the coverage provided for the Nuance Group and industry. (ii) permit the members Within sixty (60) days (or such later date as Agent may agree in its reasonable discretion) of the SpinCo Group Closing Date and their respective employeesat all times thereafter, officers cause commercial general liability policies to be endorsed to name the Agent as an additional insured. (iii) Within sixty (60) days (or such later date as Agent may agree in its reasonable discretion) of the Closing Date and directors at all times thereafter, cause “all-risk” and business interruption policies to submit claims relating toname the Agent as a lender loss payee and to be endorsed or amended to include (i) a provision that, arising out from and after the Closing Date, after the occurrence and during the continuance of or resulting from factsa Cash Dominion Period, circumstancesin the event of an insurable loss, events or matters that occurred prior the insurer shall pay all proceeds otherwise payable to the Distribution Loan Parties under the “all-risk” and business interruption policies directly to the Agent, (ii) no provision of coinsurance applicable to the Loan Parties, the Secured Parties or any other Person and (iii) such other provisions as the Agent may reasonably require from time to time to protect the interests of the Secured Parties. (iv) Within ninety (90) days (or such later date as Agent may agree in its reasonable discretion) of the Closing Date and at all times thereafter, cause each such policy referred to in this Section 7.01(f) 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. (v) Deliver to the Agent a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Agent, including an insurance binder or certificate of insurance) together with evidence reasonably satisfactory to the Agent of either payment of the premium therefor or that such premium is being financed reasonably promptly following each such renewal, replacement or modification. None of the Secured 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 7.01(f). Each Loan Party shall look solely to its insurance companies or any other parties other than the Secured Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Secured 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 under such policiesby law, to waive their right of recovery, if any, against the Secured Parties and their agents and employees. With respect to policies currently procured by SpinCo for the sole benefit The designation of the SpinCo Groupany form, SpinCo shall continue to maintain such type or amount of insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Secured Party under this Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group 7.01(f) shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend deemed a representation, warranty or maintain coverage under claims-made policies with respect to any claims first made against a member advice by such Secured Party that such insurance is adequate for the purposes of the SpinCo Group business of the Loan Parties or first reported to the insurer on or after the Distributionprotection of their properties.

Maintenance of Insurance. Until (a) Parent will, and will cause each of its Subsidiaries to, at all times maintain in full force and effect, with insurance companies that Parent believes (in its reasonable business judgment) are financially sound and reputable at the Distribution Datetime the relevant coverage is placed or renewed, Nuance shall insurance in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged in by the Credit Parties; and will furnish to the Collateral Agent for further delivery to the Lenders, upon written request from the Collateral Agent, information presented in reasonable detail as to the insurance so carried, including (i) cause the members endorsements to (A) all casualty policies of the SpinCo Group Credit Parties naming the Collateral Agent, on behalf of the Secured Parties, as loss payee and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s (B) all property policies of insurance in a manner which is no less favorable than the coverage provided for Credit Parties naming the Nuance Group Collateral Agent, on behalf of the Secured Parties, as additional insured and (ii) permit legends providing that no cancellation, material reduction in amount or material change in insurance coverage thereof shall be effective until at least thirty (30) days after receipt by the members Collateral Agent of written notice thereof. (b) Within thirty (30) days after the Closing Date, the Administrative Borrower shall have delivered to the Administrative Agent copies of each insurance policy (or binders in respect thereof). (c) Without limiting the foregoing, Parent will, and will cause each of its Subsidiaries to, (i) maintain, if available, fully paid flood hazard insurance on all owned or leased Real Property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by Flood Insurance Laws or as otherwise reasonably required by the Administrative Agent or any Lender, (ii) furnish to the Administrative Agent evidence of the SpinCo Group renewal (and their respective employees, officers and directors to submit claims relating to, arising out payment of or resulting from facts, circumstances, events or matters that occurred renewal premiums therefor) of all such policies prior to the Distribution Date expiration or lapse thereof and (iii) furnish to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability Administrative Agent prompt written notice of any coverage under redesignation of any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members owned or leased improved Real Property into or out of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionspecial flood hazard area.

Maintenance of Insurance. Until Except if the Distribution Datefailure to do so could not reasonably be expected to have a Material Adverse Effect, Nuance shall maintain in full force and effect, with insurance companies that the Borrower believes (i) cause in the members good faith judgment of the SpinCo Group management of the Borrower) are financially sound and their respective employeesresponsible at the time the relevant coverage is placed or renewed, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is no less favorable than reasonable and prudent in light of the coverage provided size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower and its Restricted Subsidiaries. The Borrower shall use commercially reasonable efforts to ensure, subject to the Intercreditor Agreement and any Other Intercreditor Agreement, that at all times the Collateral Agent for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo GroupSecured Parties, SpinCo shall continue be named as an additional insured with respect to maintain such insurance coverage through liability policies maintained by the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance Borrower and SpinCo acknowledge that, as of immediately prior to each Guarantor and the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove Collateral Agent for the members benefit of the SpinCo Group and their respective employeesSecured Parties, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty named as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or loss payee with respect to the members property insurance maintained by the Borrower and each Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior Collateral Agent shall turn over to the Distribution in accordance with their terms Borrower any amounts received by it as if an additional insured or loss payee under any property insurance maintained by the Distribution had not occurred; providedBorrower and its Subsidiaries, however, (B) the Collateral Agent agrees that in no event the Borrower and/or its applicable Subsidiary shall Nuance be required have the sole right to extend adjust or maintain coverage under claims-made policies with respect to settle any claims first made against under such insurance and (C) all proceeds from a member of the SpinCo Group or first reported Casualty Event shall be paid to the insurer on or after the DistributionBorrower.

Maintenance of Insurance. Until The Parent will, and will cause each of the Distribution Material Subsidiaries to, at all times maintain in full force and effect, with insurance companies that the Parent, believes (in the good faith judgment of the management of the Parent) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Parent believes (in the good faith judgment of management of the Parent) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Parent believes (in the good faith judgment of management of the Parent) is reasonable and prudent in light of the size and nature of its business; and will furnish to the Administrative Agent (for delivery to the Lenders), upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Without limiting the generality of the foregoing, Borrower will maintain or cause to be maintained: flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the NFIP, in each case in compliance with the Flood Laws. Following the Closing Date, Nuance the Borrower shall deliver to Administrative Agent and the Collateral Trustee annual renewals of 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 Agent and the Collateral Trustee for each Mortgaged Property, a Flood Determination Form, the Borrower Notice and Evidence of Flood Insurance, as applicable. Each such policy of insurance shall (i) cause name the members Collateral Trustee, on behalf of the SpinCo Group and their respective employees, officers and directors to continue to be covered Secured Parties as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement reasonably satisfactory in form and substance to the Administrative Agent, that names the Collateral Trustee, on behalf of the SpinCo Group Secured Parties as the loss payee thereunder and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred provides for at least thirty days’ prior written notice to the Distribution Date to Administrative Agent and the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability Collateral Trustee of any coverage under any modification or cancellation of such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distribution.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (a) The Issuer and each Restricted Subsidiary will: (i) cause with respect to GeoEye-1, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for aggregate coverage, calculated after giving effect to the members payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the SpinCo Group Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and their respective employeesthe Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, officers in the reasonable and directors good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to continue the first sentence of this clause (i); (ii) with respect to each Satellite to be covered launched by the Issuer or any Restricted Subsidiary after the Issue Date, obtain, maintain and keep in full force and effect at all times launch insurance covering the launch of such Satellite and one year thereafter, for aggregate coverage, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the first sentence of this clause (ii); and (iii) from and after the first anniversary of the launch of any Satellite to be launched by the Issuer or any Restricted Subsidiary after the Issue Date, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for total aggregate coverage of all of the Issuer’s and its Restricted Subsidiaries’ Satellites, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) 110% of the Issuer’s Insurance Test Net Debt outstanding as of the last day of the immediately preceding fiscal quarter and (y) the total combined net book value of all Satellites in orbit as of such date; provided that if the Board of Directors determines in its good faith judgment that, after use by the Issuer of reasonable best efforts, insurance in the amount at least equal to the lesser of (x) and (y) above is not available at reasonable cost and terms, then the Issuer shall obtain and maintain such insurance at such lesser amount as is equal to the highest amount so available at such time in the insurance market without, in the reasonable good faith of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the lesser of (x) and (y) in the preceding sentence. (b) The insurance policies required by Section 4.15(a) shall (i) contain no exclusions other than such exclusions or limitations of coverage as may be applicable to a substantial portion of Satellites of the same model or relating to systemic failures or anomalies as are then customary in the Satellite insurance market, and (ii) provide coverage for all risks of loss of and damage to the Satellite, including for partial loss (subject to deductibles not to exceed 10%), constructive total loss and total loss. The insurance required by this Section 4.15 shall name the Collateral Agent on behalf of the Holders as an additional named insured parties under Nuance’s policies and loss payee. (c) Within 30 days following any date on which the Issuer or any Restricted Subsidiary is required to obtain insurance pursuant to this Section 4.15, the Issuer will deliver to the Trustee an insurance certificate certifying the amount of insurance then carried and in a manner which is full force and effect, and an Officers’ Certificate stating that such insurance, together with any other insurance maintained by the Issuer and the applicable Restricted Subsidiary, complies with the requirements of this Indenture. In addition, the Issuer will cause to be delivered to the Trustee no less favorable than once each year an insurance certificate setting forth the coverage provided for amount of insurance then carried, which insurance certificate shall entitle the Nuance Group Trustee on behalf of the Holders to at least 15 days’ notice from the provider of such insurance prior to the cancellation of any such insurance, and an Officers’ Certificate that complies with the first sentence of this paragraph. The Issuer will also deliver to the Trustee (i) notice of any claim under any such insurance policy promptly after any claim is made, and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted once each fiscal quarter an Officers’ Certificate in accordance with the requirements of this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty Indenture certifying as to the availability of any coverage under any such insurance policy. Notwithstanding Issuer’s compliance with this Section 4.15, provided that the foregoing, Nuance shall, and Trustee shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in have no event shall Nuance be required to extend or maintain coverage under claims-made policies obligation with respect to any claims first made against such insurance or any such notice. (d) In the event that the Issuer or its Restricted Subsidiaries receive proceeds from any insurance covering any Satellite owned by the Issuer or any of its Restricted Subsidiaries, or in the event that the Issuer or any of its Restricted Subsidiaries receives proceeds from any insurance maintained for it by any Satellite Manufacturer or any launch provider covering any of such Satellites (the event resulting in the payment of such proceeds, a member “Satellite Event of Loss”), all Event of Loss Proceeds in respect of such Satellite Event of Loss shall be applied in the SpinCo Group or first reported to the insurer on or after the Distributionmanner provided for in Section 4.06.

Maintenance of Insurance. Until (a) Administrative Borrower will, and will cause each of its Subsidiaries to, at all times maintain in full force and effect, with insurance companies that Administrative Borrower believes (in its reasonable business judgment) are financially sound and reputable at the Distribution Datetime the relevant coverage is placed or renewed, Nuance shall insurance in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged in by the Credit Parties; and will furnish to the Collateral Agent for further delivery to the Lenders, upon written request from the Collateral Agent, information presented in reasonable detail as to the insurance so carried, including (i) cause the members endorsements to (A) all casualty policies of the SpinCo Group Credit Parties naming the Collateral Agent, on behalf of the Secured Parties, as loss payee and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s (B) all property policies of insurance in a manner which is no less favorable than the coverage provided for Credit Parties naming the Nuance Group Collateral Agent, on behalf of the Secured Parties, as additional insured and (ii) permit legends providing that no cancellation, material reduction in amount or material change in insurance coverage thereof shall be effective until at least thirty (30) days after receipt by the members Collateral Agent of written notice thereof provided, that, delivery of such endorsements related to the Closing Date shall not be required until the post-closing timeframe specified in Section 8.16. (b) Within thirty (30) days after the Closing Date, Administrative Borrower shall have delivered to the Administrative Agent copies of each insurance policy (or binders in respect thereof). (c) Without limiting the foregoing, Administrative Borrower will, and will cause each of its Subsidiaries to, (i) maintain, if available, fully paid flood hazard insurance on all owned or leased Real Property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by Flood Insurance Laws or as otherwise reasonably required by the Administrative Agent or any Lender, (ii) furnish to the Administrative Agent evidence of the SpinCo Group renewal (and their respective employees, officers and directors to submit claims relating to, arising out payment of or resulting from facts, circumstances, events or matters that occurred renewal premiums therefor) of all such policies prior to the Distribution Date expiration or lapse thereof and (iii) furnish to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability Administrative Agent prompt written notice of any coverage under redesignation of any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members owned or leased improved Real Property into or out of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionspecial flood hazard area.

Maintenance of Insurance. Until The Borrower will, and will cause each Wholly-Owned Restricted Subsidiary that constitutes a Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution DateBorrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, Nuance insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size, location and nature of its business and the availability of insurance on a cost-effective basis) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size, location and nature of its business and the availability of insurance on a cost-effective basis; and will furnish to the Administrative Agent, promptly following written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried (provided that, for so long as no Event of Default has occurred and is continuing, the Administrative Agent shall be entitled to make such request only once in any calendar year). The Borrower shall use commercially reasonable efforts to provide that each such policy of insurance with respect to any Credit Party shall (i) cause in the members case of each general liability and umbrella liability insurance policy, name the Collateral Agent, on behalf of the SpinCo Group and their respective employeesSecured Parties, officers and directors to continue to be covered as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the SpinCo Group and their respective employeesSecured Parties, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters as a lenders’ loss payee thereunder; provided that occurred prior notwithstanding any provision hereof to the Distribution Date to contrary, compliance with this Section 9.3 by the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo Borrower and its Subsidiaries shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following required until the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or date that is at least 90 days after the Distribution Closing Date or, subject to Section 8.02, to (as such deadline may be extended by the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionAdministrative Agent).

Maintenance of Insurance. Until the Distribution DateEach Pledgor will, Nuance shall (i) or will cause the members each of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating its Subsidiaries to, arising out or will require each of or resulting from factsits lessees pursuant to its lease agreements to, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With maintain with financially sound and reputable insurers insurance with respect to policies currently procured by SpinCo for the sole benefit its properties and business against such casualties and contingencies as shall be in accordance with general practices of the SpinCo Group, SpinCo businesses engaged in similar activities in similar geographic areas. Such insurance shall continue to maintain be in such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance minimum amounts that each Pledgor and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group its Subsidiaries will not be entitled on or following the Distribution Datedeemed co-insurers under applicable insurance laws, absent mutual agreement otherwiseregulations and policies and otherwise shall be in such amounts, to make any claims contain such terms, be in such forms and be for insurance thereunder such periods as may be reasonably satisfactory to the extent such claims are based upon factsAdministrative Agent. In addition, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group each Pledgor shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use its reasonable best efforts to cause all such insurance policies maintained by each Pledgor and its Subsidiaries to be payable to the Administrative Agent as loss payee under a “standard” or “New York” loss payee clause for the benefit of the Nuance Group that immediately prior Lenders. Likewise, each Pledgor shall use reasonable efforts to cause all such insurance maintained by its lessees to be payable to each Pledgor as loss payee under a “standard” or “New York” loss payee clause. In the Distribution provide coverage to or with respect to event any Pledgor receives any proceeds from any such insurance maintained by its lessees, such Pledgor shall promptly notify the members Administrative Agent of the SpinCo Group same and their respective employees, officers and directors shall cause such proceeds to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution be disbursed in accordance with their terms §10.2 herein. Without limiting the foregoing, each Pledgor will (a) keep all of its physical property (other than Containers, Generators, Refrigeration Units, Chassis and other equipment comprising Collateral which are subject to a lease agreement in which the applicable Pledgor, pursuant to such lease agreement, has required the lessee thereunder to maintain insurance with respect thereto) with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as if the Distribution had not occurred; provided, however, that in no event shall Nuance may be required by law and (c) maintain, in amounts and with deductibles equal to extend those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or maintain coverage under claims-made policies with respect to any claims first made against a member property damage occurring, on, in or about the properties of the SpinCo Group or first reported to the insurer on or after the Distributioneach Pledgor; and business interruption insurance.

Maintenance of Insurance. Until Commencing not later than the Distribution Date, Nuance shall (i) cause the members time of the SpinCo Group first conveyance of a Lot to an Owner other than Declarant, the Association shall maintain, to the extent reasonably available, the following insurance, all of which shall be issued by insurance carriers meeting at least the minimum requirements of, and their respective shall otherwise comply with the requirements of the agencies and entities mentioned or referred to herein, to-wit (A) Master or blanket type of policy of fire insurance with extended coverage endorsement (including vandalism, sprinkler leakage (if appropriate), debris removal, cost of demolition, malicious mischief, windstorm and water damage) insuring the Common Area (including all of the fixtures installed therein). Said policy shall afford, as a minimum, protection against the following: (1) loss or damage by fire and other perils normally covered by the standard extended coverage endorsement, (2) all other perils which are customarily covered with respect to projects similar in construction, location and use, including all perils normally covered by the standard “all risk” endorsement, where such is available. The name of the insured under such policies must be set forth therein substantially as follows: The policies may also be issued in the name of an authorized representative of the Association, including any insurance Trustee with whom the Association has entered into an Insurance Trust Agreement, or any successor to such Trustee, for the use and benefit of the individual Owners. Loss payable shall be in favor of the Association (or insurance Trustee), as a trustee for each Owner and each such Owner’s First Mortgagee. Each Owner and each such Owner’s First Mortgagee, if any, shall be beneficiaries of the policy with respect to the Common Area equally with each other Lot. Policies must provide for the recognition of any insurance Trust Agreement. If reasonably available, such policies shall include: (1) Agreed Amount Endorsement (or like endorsement); (2) Inflation Guard Endorsement; (3) Construction Code Endorsements (such as a Demolition Cost Endorsement, a Contingent Liability from Operation of Building Laws Endorsement and an Increased Cost of Construction Endorsement) if the project is subject to a construction code provision which would become operative and require changes to undamaged portions of the improvements, thereby imposing significant costs in the event of partial destruction of the project by an insured peril; (4) Steam Boiler Coverage (if applicable) for loss or damage resulting from steam boiler equipment accidents in an amount not less than $50,000 per accident per location; and (5) All such policies must provide for the following: recognition of any Insurance Trust Agreement; a waiver of the right of subrogation against Owners individually; that the insurance is not prejudiced by any act or neglect of individual Owners which is not in the control of such Owners collectively; and that the policy is primary in the event the Owner has other insurance covering the same loss. (B) Worker’s Compensation, occupational disease and like insurance (if the Association has eligible employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of ); (C) Comprehensive public liability insurance in a manner which is no less favorable than such amounts and with such coverage as the coverage provided for Board of Directors shall from time to time determine, but at least: (1) covering events occurring anywhere on the Nuance Group Common Area (and (iipublic and private ways) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, or arising out of or resulting from factsin connection with the use, circumstancesownership or maintenance of the Common Area; (2) covering, events without limitation, legal liability of the insureds for property damage, bodily injuries and deaths of persons in connection with the operation, maintenance or matters that occurred prior use of the Common Area, and legal liability arising out of lawsuits related to employment contracts of the Distribution Date to the extent permitted under Association, and such policies. With other coverages as are customarily covered with respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Groupprojects similar in construction, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIlocation, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group use; (3) insuring each officer and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group Board of Directors, the managing agent and each Owner and with cross liability endorsement to cover liabilities of the Owners as a group to an Owner and with a “Severability of Interest Endorsement” which would preclude the insurer from denying the claim of an Owner for the negligent act of another Owner, occupant or the Association; and (4) in amounts generally required by private institutional investors for projects similar in construction, location and use. (However, such coverage shall be for at least $1,000,000 for bodily injury, including deaths of persons and property damage arising out of a single occurrence). (D) Such other insurance as the Board of Directors may determine. (E) All such policies must provide that they may not be changed or substantially modified by any insurance carrier effective immediately party without at least 10 days’ prior written notice to the Distribution Date. The SpinCo Group will not be entitled on or following Association and to each holder of a First Mortgage which is listed as a scheduled holder of a First Mortgage in the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distribution.

Maintenance of Insurance. Until Except if the Distribution Datefailure to do so would not reasonably be expected to have a Material Adverse Effect, Nuance maintain in full force and effect, with insurance companies that the Parent and the Borrower believe (in the good faith judgment of the management of the Parent and the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Parent and the Borrower believe (in the good faith judgment of management of the Parent and the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Parent and the Restricted Subsidiaries. Subject to Section 6.16, the Borrower shall use commercially reasonable efforts to ensure that at all times (i) cause the members Collateral Agent, for the benefit of the SpinCo Group and their respective employeesSecured Parties, officers and directors shall be named as an additional insured with respect to continue to be covered as insured parties under Nuance’s U.S. general liability policies of insurance in a manner which is no less favorable than the coverage provided (which, for the Nuance Group avoidance of doubt, shall not include any directors and officers policies, workers compensation, business interruption policies, automobile insurance policies, employers liability insurance policies or cyber policies) maintained by the Parent and the Borrower and each Subsidiary Guarantor and (ii) permit the members of the SpinCo Group and their respective employeesCollateral Agent, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo GroupSecured Parties, SpinCo shall continue be named as loss payee and mortgagee with respect to maintain such the U.S. general property insurance coverage through maintained by the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIParent, Nuance the Borrower and SpinCo acknowledge each Subsidiary Guarantor; provided that, as unless an Event of immediately prior Default shall have occurred and be continuing and either the Administrative Agent or the Collateral Agent shall have exercised its rights pursuant to Section 8.02 of this Agreement or is deemed to automatically have exercised its rights pursuant to Section 8.02 of this Agreement, (A) all proceeds from insurance policies shall be paid to the Distribution DateParent, Nuance intends to take such action as it may deem necessary the Borrower or desirable to remove the members of the SpinCo Group and their respective employeesapplicable Subsidiary Guarantor, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, (B) to the extent any Agent receives any proceeds, such Agent shall promptly turn over to the Borrower any amounts received by it as an additional insured or loss payee under any insurance maintained by the Parent, the Borrower and their respective Subsidiaries, and (C) each Agent agrees that the Parent, the Borrower and/or their applicable Subsidiaries shall have the sole right to adjust or settle any claims are made pursuant under such insurance. Notwithstanding anything to the contrary herein, with respect to Parent and any Nuance claimsSubsidiaries organized in any non-made policies on or after the Distribution Date. No member U.S. jurisdiction and Collateral located outside of the Nuance Group United States, the requirements of this Section 6.07 shall be deemed to have made any representation or warranty as to satisfied if the availability of any coverage under any such insurance policy. Notwithstanding Parent and the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all Borrower obtain insurance policies that are customary and appropriate for the applicable jurisdiction and for the avoidance of doubt there shall be no obligation to ensure that the Nuance Group that immediately prior Collateral Agent or the Secured Parties are named as an additional insured or named as loss payee, or to the Distribution provide coverage to deliver any certificates or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies endorsements with respect to any claims first made against a member of the SpinCo Group or first reported such policies. The requirements set forth in this Section 6.07 shall not apply to the insurer on or after the Distribution.Allure Systems Corp.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the members of same general areas in which the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and Borrower or such Subsidiary operates. (ii) permit 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 satisfactory to the members Administrative Agent and the Collateral Agent and to contain such other provisions as the Administrative Agent or the Collateral Agent may reasonably require from time to time to protect their interests; deliver original or certified copies of all such policies to the SpinCo Group Collateral Agent; and their respective employeesdeliver to the Administrative Agent and the Collateral Agent, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date cancellation, modification or nonrenewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the extent permitted under Administrative Agent and the Collateral Agent) together with evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium therefor. (iii) If at any time the area in which the Premises (as defined in the Mortgages) are located is designated (1) a Special Flood Hazard Area by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance, if so requested by any Lender, in such policiestotal amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time reasonably require and otherwise comply with the NFIP as set forth in the Flood Laws (each, a “Flood Insurance Policy”) or (2) a “Zone 1” area, obtain earthquake insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time reasonably require. The Administrative Agent will provide copies of each Flood Hazard Determination, Borrower Notice and all other Evidence of Flood Insurance to the Lenders promptly after its receipt of such documentation. Following the Effective Date, the Borrower shall deliver to the Collateral Agent annual renewals of the Flood Insurance Policy or annual renewals of a force-placed Flood Insurance Policy for each Mortgaged Property if flood insurance for such Mortgaged Property was requested by any Lender. In connection with and as a condition to any amendment to this Agreement (other than an amendment executed in connection with any Advance contemplated to be funded on any Fundingor before the Fifth Amendment Effective Date) pursuant to which any increase, extension, or renewal of Advances is contemplated, the Administrative Agent shall obtain Flood Hazard Determinations for each of the Mortgaged Properties and Borrower shall cause to be delivered to the Administrative Agent for any Mortgaged Property, a Borrower Notice and Evidence of Flood Insurance, as applicable. (iv) With respect to policies currently procured by SpinCo any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” and coverage on an occurrence basis against claims made for the sole benefit of the SpinCo Grouppersonal injury (including bodily injury, SpinCo shall continue to maintain such death and property damage) and umbrella liability insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIagainst any and all claims, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend for a combined single limit of less than that which is customary for companies in the same or maintain coverage under claims-made policies with respect to any claims first made against a member of similar businesses operating in the SpinCo Group same or first reported similar locations, naming the Collateral Agent as an additional insured, on forms satisfactory to the insurer on or after the DistributionCollateral Agent.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (ia) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Borrower shall, and shall cause each of its Subsidiaries to, procure and maintain or shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by companies, associations or organizations reasonably satisfactory to the Administrative Agent covering such casualties, risks, perils, liabilities and other members 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 Nuance Group toCollateral Trustee, use reasonable best efforts as loss payee in form reasonably satisfactory to cause the Administrative Agent or shall name the Collateral Trustee as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all insurance policies of insurance required. All policies or certificates of insurance shall set forth the Nuance Group that immediately prior to coverage, the Distribution provide coverage to or with respect to limits of liability, the members name of the SpinCo Group carrier, the policy number, and their respective employeesthe period of coverage. In addition, officers and directors to continue to provide such coverage with respect to acts, omissions all policies of insurance required under the terms hereof shall contain an endorsement or events occurring prior to agreement by the Distribution insurer that any loss shall be payable in accordance with their the terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to of such policy notwithstanding any claims first made against a member act of negligence of the SpinCo Group Borrower, or first reported 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. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least 30 days’ prior written notice to the insurer on Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or after a Subsidiary, the DistributionBorrower shall deliver such proceeds to the Collateral Trustee immediately upon receipt.

Maintenance of Insurance. Until the Distribution DateThe Company will, Nuance shall (i) and will cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating its Subsidiaries to, arising out of or resulting from facts(a) obtain, circumstances, events or matters that occurred prior to the Distribution Date Issue Date, mortgagee title insurance policies insuring a first mortgage lien on the land, leaseholds and the other portions of the Collateral deemed real estate under applicable law, as constituted on the Issue Date, subject to certain exceptions, in an amount not less than the principal amount of the Securities (for the benefit of all holders of Indebtedness secured pursuant to the extent permitted under Collateral Agency Agreement) and (b) from and at all times after the Issue Date until the Securities have been paid in full, have and maintain in effect insurance with responsible carriers against such policies. With risks and in such amounts as is customarily carried by similar businesses with such deductibles, retentions, self insured amounts and coinsurance provisions as are customarily carried by similar businesses of similar size, including, without limitation, property and casualty, and, with respect to policies currently procured by SpinCo for insurance on the sole benefit of the SpinCo GroupCollateral, SpinCo shall continue to maintain have provided insurance certificates evidencing such insurance coverage through to the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately Trustee prior to the Distribution Date, Nuance intends to take Issue Date and shall thereafter provide such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately certificates prior to the Distribution Dateanniversary or renewal date of each such policy referred to in this clause (b), which certificate shall expressly state the expiration date for each policy listed. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for All insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members Collateral required under the Indenture (except worker's compensation) shall name the Issuers, Taj Associates, Plaza Associates, and the Collateral Agent as additional insureds or loss payees, as the case may be, with losses in excess of $10.0 million payable jointly to the Issuers, Taj Associates, Plaza Associates and the Collateral Agent (unless a Default or Event of Default has occurred and is then continuing, in which case all losses are payable solely to the Collateral Agent subject to the Material Instrument Requirement), with no recourse against the Trustee for the payment of premiums, deductibles, commissions or club calls, and for at least 30 days notice of cancellation. All such insurance policies will be issued by carriers having an A.M. Best & Company, Inc. rating of A- or higher and a financial size category of not less than X, or if such carrier is not rated by A.M. Best & Company, Inc., having the financial stability and size deemed appropriate by an opinion from a reputable insurance broker. The Company may effect the insurance required under this Section 5.6 under blanket and/or umbrella policies covering properties owned or leased by Affiliates of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurredCompany; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made such policies otherwise comply with respect to any claims first made against a member of this Indenture and the SpinCo Group or first reported to the insurer on or after the DistributionMortgages.

Maintenance of Insurance. Until In addition to and cumulative with any other requirements herein imposed on the Distribution DateBorrower and Guarantors with respect to insurance, Nuance shall (i) cause the members Borrower, Guarantors and the Subsidiaries of the SpinCo Group Borrower and Guarantors shall maintain insurance with insurance companies satisfactory to the Agent on such of their respective employeesproperties and assets, officers in such amounts and directors against such risks as is customarily maintained by similar businesses operating in the same vicinity, but in any event to continue to be covered as insured parties under Nuanceinclude public liability, worker’s policies of compensation, business interruption, malicious mischief, errors and omissions, loss, damage, flood, windstorm, fire, theft, extended coverage and product liability insurance in a manner amounts satisfactory to the Agent, which is no less favorable than insurance shall not be cancellable or altered (or the coverage provided for thereunder reduced or restricted) by the Nuance Group and (ii) permit the members Borrower, Guarantor or any Subsidiary of the SpinCo Group Borrower and their respective employeesGuarantors, officers unless with the prior written consent of the Agent, or by the insurer of the Borrower and directors to submit claims relating toGuarantors, arising out of or resulting from facts, circumstances, events or matters that occurred prior unless with at least 30 days advance written notice to the Distribution Date Agent thereof. The Borrower and Guarantors shall deliver to the extent permitted under Agent on the Closing Date and at such policies. With respect to policies currently procured by SpinCo for other times as the sole benefit Agent may request, a detailed list of such insurance then in effect stating the names of the SpinCo Groupinsurance companies, SpinCo the amounts and rates of insurance, the date of expiration thereof, the properties and risks covered thereby and the insured with respect thereto, and, within 30 days after notice in writing from the Agent, obtain such additional insurance as the Agent, at the request of the Required Banks, may reasonably request. The Borrower and Guarantors will pay all premiums on the insurance referred to herein as and when they become due and shall continue do all things necessary to maintain such the insurance coverage through in effect. The Agent may act as the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members agent of the SpinCo Group Borrower and their respective employees, officers and directors as insured parties under Guarantors in adjusting or compromising any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage loss under any such insurance policy and in collecting and receiving the proceeds from any such policy. Notwithstanding In the foregoingevent of any loss under any such policy of insurance, Nuance shallthe insurer named therein is hereby authorized and directed by the Borrower and Guarantors to make payment for such loss to the Agent, for the benefit of the Secured Parties, as their interests may appear, rather than to the Borrower and Guarantors and the Agent jointly. If the Borrower or any Guarantor shall default in its obligation hereunder to insure the Collateral in a manner satisfactory to the Agent, then the Agent shall have the right (but not the obligation) to procure such insurance and to charge the costs of same to the Borrower and Guarantors, which costs shall be added to and become a part of the unpaid principal amount of the Obligations (as defined in the Security Agreement), shall bear interest at the Default Rate or the highest contract rate permitted by applicable law whichever is less; such interest shall be payable on demand by the Agent and shall cause be secured by the other members Collateral. The proceeds of all such insurance, if any loss should occur, may be applied by the Agent to the payment of the Nuance Group to, use reasonable best efforts Obligations (as defined in the Security Agreement) or to cause all insurance policies the replacement of any of the Nuance Group that immediately prior to Collateral damaged or destroyed, as the Distribution provide coverage to Agent may elect or direct in its sole discretion. The Borrower and each Guarantor hereby appoints (which appointment constitutes a power coupled with respect to the members an interest and is irrevocable as long as any of the SpinCo Group Obligations (as defined in the Security Agreement) remain outstanding) Agent as its lawful attorney-in-fact with full authority to make, adjust, settle claims under and/or cancel such insurance and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to endorse the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member name of the SpinCo Group Borrower or first reported to the insurer any Guarantor on any instruments or after the Distributiondrafts issued by or upon any insurance companies.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) Maintain, and cause each of its Subsidiaries to maintain, insurance (other than earthquake or terrorism insurance) in amounts, from responsible and reputable insurance companies or associations, with limitations, of types and on terms as is customary for the members industry; provided, that, the Parent Borrower and each of its Subsidiaries may self-insure risks and liabilities in accordance with its practice as of the SpinCo Group date hereof and their respective employees, officers may in addition self-insure risks and directors to continue to be covered liabilities in amounts as are customarily self-insured parties under Nuance’s policies of insurance by similarly situated Persons in a manner which is no less favorable than the coverage provided for the Nuance Group and industry. (ii) permit Cause commercial general liability policies to be endorsed to name the members Agent as an additional insured. (iii) Cause All Risk and Business Interruption policies to name the Agent as a lender loss payee and to be endorsed or amended to include (i) a provision that, from and after the Restatement 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 Agent, (ii) no provision of coinsurance applicable to the Loan Parties, the Secured Parties or any other Person and (iii) such other provisions as the Agent may reasonably require from time to time to protect the interests of the SpinCo Group and their respective employeesSecured Parties. (iv) Cause each such policy referred to in this Section 7.01(f) to also provide that it shall not be canceled, officers and directors to submit claims relating to, arising out modified or not renewed (i) by reason of or resulting from facts, circumstances, events or matters that occurred nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Distribution Date 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. (v) Deliver to the Agent a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Agent, including an insurance binder or certificate of insurance) together with evidence reasonably satisfactory to the Agent of either payment of the premium therefor or that such premium is being financed reasonably promptly following each such renewal, replacement or modification. None of the Secured 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 7.01(f). Each Loan Party shall look solely to its insurance companies or any other parties other than the Secured Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Secured 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 under such policiesby law, to waive their right of recovery, if any, against the Secured Parties and their agents and employees. With respect to policies currently procured by SpinCo for the sole benefit The designation of the SpinCo Groupany form, SpinCo shall continue to maintain such type or amount of insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Secured Party under this Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group 7.01(f) shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend deemed a representation, warranty or maintain coverage under claims-made policies with respect to any claims first made against a member advice by such Secured Party that such insurance is adequate for the purposes of the SpinCo Group business of the Loan Parties or first reported to the insurer on or after the Distributionprotection of their properties.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers' compensation, public liability and business interruption insurance) and against other risks in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Administrative Agent. TGI shall deliver (x) on the Closing Date and annually thereafter original certificates of insurance describing and certifying as to the existence of the insurance required to be maintained by this Agreement and the other members Loan Documents, together with a copy of the Nuance Group toendorsement described in the next sentence attached to such certificate and (y) at the request of the Administrative Agent, use reasonable best efforts from time to cause time a summary schedule indicating all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or then in force with respect to TGI and its Subsidiaries. From and after the members Closing Date, such policies of insurance shall contain special endorsements, in form and substance acceptable to the Administrative Agent, which shall (i) specify the Administrative Agent as an additional insured and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of TGI or relevant Subsidiary and not that of the SpinCo Group and their respective employeesAdministrative Agent, officers and directors (ii) include effective waivers by the insurer of all claims for insurance premiums against the Administrative Agent, (iii) provide that no cancellation of such policies for any reason (including non-payment of premium) shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation (except that the prior notice period to continue to provide such coverage with respect to acts, omissions or events occurring the Administrative Agent may be ten (10) days prior to cancellation resulting from non-payment of premium), (iv) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds, and (v) provide that inasmuch as the Distribution policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured, (vi) provide that the interest of the Banks shall be insured regardless of any breach or violation by the applicable Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan parties or others insured under such policies and (vii) provide a waiver of any right to set off or counterclaim or any other deduction and provide that any rights of subrogation which the insurers may have or acquire shall be adjusted in accordance with their terms as if the Distribution had not occurred; provided"lender loss payee" clauses of each such policy, however, that which in no event each case shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported reasonably satisfactory to the insurer on Administrative Agent. TGI shall notify the Administrative Agent promptly of any occurrence causing a material loss or after decline in value of insured assets and the Distributionestimated (or actual, if available) amount of such loss or decline.

Maintenance of Insurance. Until (a) Maintain with responsible insurance companies insurance with respect to its properties and business (including business interruption insurance) against such casualties and contingencies and of such types and in such amounts as is customary in the Distribution Date, Nuance shall case of similar businesses and which is reasonably acceptable to the Administrative Agent and will (i) cause furnish to the members Administrative Agent on each anniversary of the SpinCo Group and their respective employees, officers and directors to continue Closing Date a certificate or certificates of insurance from the applicable insurance company evidencing the existence of insurance required to be covered maintained by this Agreement and the other Loan Documents and evidencing that Administrative Agent is listed as insured parties under Nuance’s policies mortgagee on property insurance (except as to properties owned by Quest Parent or a Subsidiary of insurance in a manner which is no less favorable Quest Parent (other than the coverage provided for MLP and its Subsidiaries) and the Nuance Group Administrative Agent and Lenders are additional insureds on liability insurance, and (ii) permit the members upon request of the SpinCo Group Administrative Agent, furnish to each Lender at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the nature and their respective employeesextent of all insurance maintained in accordance with this Section. (i) Except as the Administrative Agent may otherwise consent to in writing and except as subject to the first-priority Lien rights granted to the First Lien Agent in connection with the First Lien Credit Agreement, officers Borrower will, and directors to submit claims relating will cause each of its Subsidiaries to, arising out of or resulting from factsforthwith upon receipt, circumstances, events or matters that occurred prior transmit and deliver to the Distribution Date to Administrative Agent, in the extent permitted under such policies. With respect to policies currently procured by SpinCo form received, all cash, checks, drafts, chattel paper and other instruments or writings for the sole benefit payment of money (properly endorsed, where required, so that such items may be collected by the SpinCo Group, SpinCo shall continue to maintain such Administrative Agent) which may be received by the Borrower at any time in full or partial payment of amounts due under any insurance coverage through the Distribution Date policy in a manner no less favorable than currently providedan amount in excess of $1,000,000. Except as the Administrative Agent may otherwise expressly permitted consent in this Article VIII, Nuance writing and SpinCo acknowledge that, except as of immediately prior subject to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior first-priority Lien rights granted to the Distribution Date. The SpinCo Group First Lien Agent in connection with the First Lien Credit Agreement, any such items which may be received by the Borrower in excess of $1,000,000 will not be entitled on commingled with any other of its funds or following property, but will be held separate and apart from its own funds or property and upon express trust for the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder Administrative Agent until delivery is made to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionAdministrative Agent.

Maintenance of Insurance. Until (a) The Borrower shall, on behalf of itself and each of its Subsidiaries, procure and maintain or shall cause to be procured and maintained continuously in effect policies of insurance (after giving effect to any self-insurance compatible with the Distribution Datefollowing standard) in form and amounts and issued by companies, Nuance associations or organizations reasonably satisfactory to the Administrative Agent covering such casualties, risks, perils, liabilities and other hazards reasonably required by the Administrative Agent. In addition, the Borrower shall, on behalf of itself and each of its Subsidiaries, comply with all requirements regarding insurance contained in the Security Instruments. (b) Borrower shall furnish to Administrative Agent certified copies of policies or certificates thereof, and endorsements and renewals thereof for all such policies promptly upon request by the Administrative Agent. All Property insurance policies shall have attached thereto a Lender’s loss payable endorsement for the benefit of the Administrative Agent, as loss payee in form reasonably satisfactory to the Administrative Agent and all liability insurance policies shall name the Administrative Agent as an additional insured. 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, all policies with respect to Property 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. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least 30 days’ prior written notice to the Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or a Subsidiary and any Obligations are outstanding, except as permitted under Section 5.02(c) below, the Borrower shall deliver such proceeds to the Administrative Agent immediately upon receipt. (c) To the extent that Administrative Agent is entitled to receive insurance claim proceeds as loss payee, unless (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue there is deemed to be covered a total loss and as insured parties under Nuance’s policies such a particular piece of insurance in a manner which Collateral is no less favorable than the coverage provided for the Nuance Group and not replaceable or repairable or (ii) permit there exists an Event of Default, such insurance claim proceeds shall first be applied to replace or repair the members damaged or lost Collateral and then the remaining proceeds, if any, shall be delivered to the Administrative Agent. (d) In the event that any insurance proceeds are paid to the Borrower or any of its Subsidiaries in violation of clause (b) or clause (c) above, the Borrower or such Subsidiary shall hold the proceeds in trust for the Administrative Agent, segregate the proceeds from the other funds of the SpinCo Group Borrower or such Subsidiary, and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior promptly pay the proceeds to the Distribution Date Administrative Agent with any necessary endorsement. Upon the request of the Administrative Agent, each of the Borrower and its Subsidiaries shall execute and deliver to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except Administrative Agent any additional assignments and other documents as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem be necessary or desirable to remove enable the members of Administrative Agent to directly collect the SpinCo Group and their respective employees, officers and directors proceeds as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionset forth herein.

Maintenance of Insurance. Until In addition to and cumulative with any other requirements herein imposed on the Distribution DateGrantor with respect to insurance, Nuance the Grantor shall maintain, or cause to be maintained, insurance with insurance companies reasonably satisfactory to the Administrative Agent on the Grantor’s respective properties and assets, in such amounts satisfactory to the Administrative Agent, but in any event to include public liability, worker’s compensation (iif applicable), malicious mischief, errors and omissions, loss, damage, flood (if and as reasonably obtainable), windstorm, fire, theft, and extended coverage, which such insurance shall not be cancellable or altered (or the coverage thereunder reduced or restricted) cause by the members insurer of the SpinCo Group Grantor, unless with at least thirty (30) days advance written notice to the Administrative Agent thereof. The Grantor shall deliver to the Administrative Agent, at such times as the Administrative Agent may request, a detailed list of such insurance then in effect stating the names of the insurance companies, the amounts and their respective employeesrates of insurance, officers the date of expiration thereof, the properties and directors risks covered thereby and the insured with respect thereto. The Grantor will pay all premiums on the insurance referred to continue herein as and when they become due and shall do all things necessary to be covered as insured parties under Nuance’s policies of maintain the insurance in a manner which is no less favorable than effect. Upon the coverage provided for occurrence and during the Nuance Group and (ii) permit continuation of an Event of Default, the members of Administrative Agent may act as the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of Grantor’s agent in adjusting or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under compromising any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage loss under any such insurance policy and in collecting and receiving the proceeds from any such policy. Notwithstanding In the foregoingevent of any loss under any such policy of insurance, Nuance shallthe insurer named therein is hereby authorized and directed by the Grantor to make payment for such loss to the Administrative Agent, for the benefit of the Secured Parties, as their interests may appear, rather than to the Grantor and the Administrative Agent jointly. If the Grantor shall default in its obligation hereunder to insure the Collateral in a manner satisfactory to the Administrative Agent, then the Administrative Agent shall have the right (but not the obligation), after reasonable notice to the Grantor, to procure such insurance and to charge the costs of same to the Grantor, which costs shall be added to and become a part of the unpaid principal amount of the Obligations and shall cause be secured by the other members Collateral. Upon the occurrence and during the continuation of an Event of Default, the proceeds of all such insurance, if any loss should occur, shall be applied or used in the manner provided in the Credit Agreement. The Grantor hereby appoints (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Nuance Group toObligations remain outstanding) Administrative Agent as its lawful attorney-in-fact, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or effective after the Distributionoccurrence of an Event of Default and during the continuation thereof, with full authority to make, adjust, settle claims under and/or cancel such insurance and to endorse the applicable Grantor’s name on any instruments or drafts issued by or upon any insurance companies.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shallMaintain, and shall cause the other members each of the Nuance Group toits Subsidiaries to maintain, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to with responsible and reputable insurance companies or associations (including comprehensive general liability, hazard, flood, rent, worker’s compensation and business interruption insurance) with respect to the members of the SpinCo Group Collateral and their respective employeesits other properties (including all real property leased or owned by it) and business, officers in such amounts and directors to continue to provide covering such coverage with respect to acts, omissions or events occurring prior to the Distribution risks as is (i) carried generally in accordance with sound business practice by companies in similar businesses similarly situated, (ii) required by any Requirement of Law, (iii) required by any Material Contract and (iv) in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All U.S. and Canadian, as applicable, general liability and U.S. and Canadian, as applicable, general property policies and business interruption insurance policies (which, for the avoidance of doubt, shall not include any directors and officers policies, workers compensation or cyber policies) maintained by a Loan Party and covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as their terms as if the Distribution had not occurredinterests may appear, in case of loss, under a standard “loss payee” or “additional insured” clause; provided, however, that each Agent hereby agrees that the terms of the Loan Parties’ insurance certificates (and not the endorsements) in no event effect on the Effective Date are satisfactory to each Agent; provided further that endorsements shall Nuance not be required to extend or maintain coverage under claims-made policies be delivered to the Agents with respect to business interruption insurance policies of the Loan Parties if after the Loan Parties’ use of commercially reasonable efforts to cause such endorsements to be delivered to the Agents the Loan Parties are unable to cause the insurance brokers in respect of such business insurance policies to deliver such endorsements to the Agents. All certificates of insurance with respect to U.S. and Canadian, as applicable, general liability, U.S. and Canadian, as applicable, general property policies and business interruption insurance policies are to be delivered to the Collateral Agent and the policies are to be premium prepaid, with the lender’s loss payable and additional insured endorsement in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to time, and the Loan Parties shall use commercially reasonable efforts to ensure that such policies provide for not less than 30 days’ (10 days’ in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Subject to Section 2.05(c)(vi), (A) all proceeds from insurance policies shall be paid to the Borrower or the applicable Subsidiary, (B) to the extent any Agent receives any proceeds, such Agent shall promptly turn over to the Borrower any amounts received by it as an additional insured or loss payee under any insurance maintained by the Borrowers and their Subsidiaries and (C) each Agent agrees that the Borrowers and/or their applicable Subsidiaries shall have the sole right to adjust or settle any claims first made against a member under such insurance. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the SpinCo Group Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or first reported other documents that may be necessary to effect the insurer on collection, compromise or after the Distributionsettlement of any claims under any such insurance policies.

Maintenance of Insurance. Until (a) Such Grantor will maintain (or cause to be maintained), with financially sound and reputable companies, insurance policies (i) insuring its Inventory and Equipment against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the Distribution DateAdministrative Agent and (ii) insuring such Grantor, Nuance the Administrative Agent and the other Secured Parties against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent. Such Grantor shall, if so requested by the Administrative Agent, deliver to the Administrative Agent original or duplicate copies of such policies of insurance. (b) Each such policy of insurance shall (i) cause provide that no cancellation, lapse, expiration, reduction in amount or change in coverage thereof shall be effective until at least 30 days after receipt by the members Administrative Agent of the SpinCo Group and their respective employeeswritten notice thereof, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit in the members case of liability insurance, provide for all losses to be paid to such Grantor and the SpinCo Group Secured Parties as their interests may appear, (iii) in the case of property insurance, provide for all losses (except for losses less than $100,000 per occurrence) to be adjusted with, and their respective employees, officers and directors to submit claims relating paid to, arising out of or resulting from factsthe Administrative Agent, circumstances, events or matters (iv) contain an agreement by the insurer that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance loss thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made payable notwithstanding any action, inaction or breach of representation or warranty as by any Grantor, (v) be reasonably satisfactory in all other respects to the availability Administrative Agent, and (vi) provide that there will be no recourse against the Administrative Agent or any other Secured Party for payment of premiums or other amounts in respect thereof. (c) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the sole right, in the name of the Grantor or in its own name, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents may be necessary to effect the collection, compromise or settlement of any coverage claims under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and policies. (d) The Company shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior deliver to the Distribution provide coverage to or Administrative Agent a report of a reputable insurance broker with respect to the members such insurance concurrently with each delivery of the SpinCo Group Company’s audited annual financial statements and their respective employees, officers and directors to continue to provide such coverage supplemental reports with respect thereto as the Administrative Agent may from time to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributiontime reasonably request.

Maintenance of Insurance. Until The Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the Distribution Datesame or similar businesses operating in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the Collateral shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds”, Nuance provide for a waiver of subrogation in favor of the Administrative Agent and the Lenders and provide that the insurer will give at least 30 days prior notice of any cancellation to the Administrative Agent (or 10 days prior notice in the case of cancellation resulting from non-payment of premium). Borrower shall furnish to Administrative Agent certified copies of policies or certificates thereof, and endorsements and renewals thereof for all such policies promptly upon request by the Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or a Subsidiary and any Obligations are outstanding, except as permitted under Section 5.02(c) below, the Borrower shall deliver such proceeds to the Administrative Agent immediately upon receipt. To the extent that Administrative Agent is entitled to receive insurance claim proceeds as loss payee, unless (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue there is deemed to be covered a total loss and as insured parties under Nuance’s policies such a particular piece of insurance in a manner which Collateral is no less favorable than the coverage provided for the Nuance Group and not replaceable or repairable or (ii) permit there exists an Event of Default, such insurance claim proceeds shall first be applied to replace or repair the members of damaged or lost Collateral and then the SpinCo Group and their respective employeesremaining proceeds, officers and directors to submit claims relating toif any, arising out of or resulting from facts, circumstances, events or matters that occurred prior shall be delivered to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution DateAdministrative Agent. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Borrower shall, and shall cause each Subsidiary to provide the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or following with respect to each Designated Building: (i) information and documentation sufficient to obtain a standard life of loan flood hazard determination certificate issued by a flood hazard certification firm acceptable to the members Administrative Agent (“SFHDF”) for such parcel or other portion of the SpinCo Group Oil and their respective employeesGas Properties upon which is located any Designated Building and (ii) an SFHDF indicating that the Designated Building is not located in a Special Flood Hazard Area, officers as defined in the FDPA, or, if the SFHDF indicates that the Designated Building is located in a Special Flood Hazard Area, (A) a written notice of that fact, acknowledged by Borrower and directors to continue to provide any applicable Guarantor, (B) evidence of adequate flood insurance on the Designated Building and its contents located on the Oil and Gas Properties and (C) such coverage other information required by the Administrative Agent or any Lender for compliance with respect to acts(x) any applicable requirements of the FDPA or other similar applicable laws, omissions rules or events occurring prior to regulations, or (y) promptly following written notice thereof from the Distribution Administrative Agent or any Lender, any applicable requirements of the Administrative Agent or any Lender in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event Administrative Agent's or such Lender's standard policies and practices. The Mortgages shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member expressly exclude from the description of the SpinCo Group or first reported to Collateral covered thereby, and shall not otherwise encumber, any Building which is not a Designated Building meeting the insurer on or after the Distributionforegoing criteria.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of Maintain insurance in a manner which is no less favorable than accordance with the coverage provided for the Nuance Group Security Documents including, without limitation, casualty, liability and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior business interruption insurance reasonably acceptable to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02Agent and, to the extent not covered by any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group Security Documents, with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties and in accordance with the requirements of any governmental agency having jurisdiction over the Borrower and/or any Subsidiary. The Borrower shall be deemed provide the Lenders with such evidence as the Agent may request from time to have made any representation or warranty time as to the availability maintenance of any coverage under any all such insurance. Certificates of all such insurance policy. Notwithstanding shall be delivered to the foregoing, Nuance shallAgent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall cause be delivered to the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately Agent not less than thirty (30) days prior to the Distribution provide coverage 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 members right of free choice in the selection of the SpinCo Group and their respective employees, officers and directors agent or the insurer through or by which the insurance required hereunder is to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurredbe placed; provided, however, that said insurer has at all times a general policyholder's rating of A or A+ in no Best's latest rating guide. Furthermore, 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, sue xxx, compromise and collect any amounts due under such insurance policies in the event shall Nuance be required of loss and (ii) to extend or maintain coverage give releases for any and all amounts received in settlement of losses under claims-made policies with respect such policies; and the same shall, subject to any claims first made against a member SECTION 2.6.1.3 of this Agreement, at the option of the SpinCo Group 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 first reported not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with reasonable procedures established by the insurer on Agent for use in repairing or after replacing any damaged or destroyed collateral under any of the DistributionSecurity Documents.

Maintenance of Insurance. Until Maintain or cause to be maintained, with the Distribution DateCaptive Insurance Subsidiaries or with financially sound and reputable insurers rated not less than B+, Nuance Class VI by Best’s, comprehensive general liability insurance, professional liability insurance, business interruption or extra expense insurance, as applicable, and all risk casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of each Loan Party as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self insurance), with such deductibles, covering such risks, and in amounts and otherwise on such terms and conditions as shall be customary for such Persons (including coverage for flood, quake and/or windstorm perils for each material loss exposure) and reasonably acceptable to the Administrative Agent. Without limiting the generality of the foregoing, the Loan Parties will maintain or cause to be maintained (a) for each material loss exposure, flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the FRB, and (b) 100% replacement value casualty insurance on the Collateral. Each such policy of insurance shall (i) cause the members name Administrative Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to continue to be covered each Lender as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Administrative Agent, that names Administrative Agent, on behalf of Lenders as the loss payee thereunder and (iii) provides for at least thirty (30) days’ prior written notice to Administrative Agent of any modification or cancellation of such policy. The Administrative Agent and Secured Parties have no responsibility for premiums, warranties or representations to underwriters. The Loan Parties or their insurance broker shall provide a certificate of insurance prior to each policy renewal or replacement. In the event Borrower fails within ten (10) Business Days after Administrative Agent’s request to provide Administrative Agent with evidence of the SpinCo Group and their respective employeesinsurance coverage required by this Agreement, officers and directors Administrative Agent may purchase insurance at Borrower’s expense to submit claims relating toprotect Administrative Agent’s interests in the Collateral. This insurance may, arising out of but need not, protect Borrower’s interests. The coverage purchased by Administrative Agent may not pay any claim made by the Borrower or resulting from factsany claim that is made against the Borrower in connection with the Collateral. The Borrower may later cancel any insurance purchased by Administrative Agent, circumstances, events or matters but only after providing Administrative Agent with evidence that occurred prior to the Distribution Date to the extent permitted under such policiesBorrower has obtained insurance as required by this Agreement. With respect to policies currently procured by SpinCo If Administrative Agent purchases insurance for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02Collateral, to the fullest extent any claims are made pursuant to any Nuance claims-made policies on or after provided by law, the Distribution Date. No member Borrower will be responsible for the costs of that insurance, including interest and other charges imposed by Administrative Agent in connection with the placement of the Nuance Group shall insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be deemed to have made any representation or warranty as added to the availability Obligations. The costs of the insurance may be more than the cost of insurance the Borrower is able to obtain on their own. The Captive Insurance Subsidiaries shall not provide insurance or reinsurance coverage for any coverage under any such insurance policy. Notwithstanding Person other than the foregoingBorrower, Nuance shall, and shall cause the other members Loan Parties, Affiliates of Borrower, the other Excluded Subsidiaries, transportation providers or Managed Entities, without the prior written consent of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionAdministrative Agent.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution DateBorrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, Nuance shall insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis; and will furnish to the Administrative Agent, promptly following written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried and (b) with respect to each Mortgaged Property, if at any time the area in which any improvements located on such Mortgaged Property is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Borrower will obtain flood insurance in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, and rules and regulations promulgated thereunder in form and substance reasonably satisfactory to the Collateral Agent or any Lender, (B) furnish to the Collateral Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (C) to the extent the Borrower becomes aware of any re-designation, furnish to the Collateral Agent prompt written notice of any re-designation of any such improved Mortgaged Property into or out of a “special flood hazard area”. The Borrower will use its commercially reasonable efforts to promptly cause each such policy of insurance to (i) cause name the members Collateral Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to continue to be covered Secured Parties as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge thatSecured Parties, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionloss payee thereunder.

Maintenance of Insurance. Until (a) The Company will, and will cause each Subsidiary to, maintain, with insurance companies that the Distribution DateCompany believes (in the good faith judgment of the management of the Company) are financially sound and responsible at the time the relevant coverage is placed or renewed, Nuance insurance with respect to its insurable Property in at least such amounts (after giving effect to any self-insurance which the Company believes (in the good faith judgment of management of the Company) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Company believes (in the good faith judgment or the management of the Company) are reasonable and prudent in light of the size and nature of its business, and will furnish to the Trustee and the Holders, upon written request from the Controlling Party, information presented in reasonable detail as to the insurance so carried. (b) With respect to the Note Parties and the Property constituting Collateral, all such insurance shall (i) cause name the members Collateral Agent as mortgagee or loss payee (in the case of property insurance) or additional insured on behalf of the SpinCo Group and their respective employeesSecured Parties (in the case of liability insurance), officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group applicable and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred (A) provide for not less than 10 days’ prior written notice to the Distribution Date Collateral Agent of termination, lapse or cancellation for non-payment of premium and (B) to the extent permitted under agreed by the applicable insurance company, provide for not less than 30 days prior written notice to the Collateral Agent of any other termination, lapse or cancellation of such policies. insurance. (c) With respect to policies currently procured any Mortgaged Property, if any, if at any time the area in which any building is located is designated a “flood hazard area” in any Flood Insurance Rate Map published by SpinCo for the sole benefit Federal Emergency Management Agency (or any successor agency), the Note Parties shall obtain flood insurance in such total amount as required by Regulation H of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge thatBoard, 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 immediately prior to the Distribution Date1973, Nuance intends to take such action as it may deem necessary or desirable be amended from time to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributiontime.

Maintenance of Insurance. Until the Distribution Date(a) The Borrower shall, Nuance and shall cause its Subsidiaries to (i) cause maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the members of same or similar businesses operating in the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group same or similar locations and (ii) permit cause the members of Borrower and the SpinCo Group and their respective employees, officers and directors Subsidiary Guarantors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors be listed as insured parties under any policy of insurance issued and the Collateral Agent to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled listed as co-loss payee on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring property and property casualty policies and as an additional insured on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policyliability policies. Notwithstanding the foregoing, Nuance shall, the insurance maintained by the Borrower and shall cause the other members its Subsidiaries as of the Nuance Group toClosing Date, use reasonable best efforts as evidenced by the insurance certificates and endorsements set forth in Schedule 6.14, shall be deemed to cause all insurance policies satisfy the obligations of the Nuance Group that immediately prior Borrower under clause (i) of this Section 6.14, so long as and to the Distribution provide coverage to or extent such insurance remains in full force and effect. (b) [Reserved]. (c) In connection with respect to the members covenants set forth in this Section 6.14, it is understood and agreed that: (i) none of the SpinCo Group Administrative Agent, the 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 6.14, it being understood that (A) the Credit Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Lenders or their agents or employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided. If, however, that 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 6.14 shall in no event shall Nuance be required to extend deemed a representation, warranty or maintain coverage under claims-made policies with respect to any claims first made against a member advice by the Administrative Agent or the Lenders that such insurance is adequate for the purposes of the SpinCo Group business of the Borrower and the Subsidiaries or first reported to the insurer on or after the Distributionprotection of their properties.

Maintenance of Insurance. Until the Distribution Date, Nuance The Borrowers shall (i) cause the members of Mortgage Borrowers to continuously maintain the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than and the coverage provided for Jekyll Island Borrowers shall continuously maintain the Nuance Group and policies of insurance (iiall such policies, the "INSURANCE POLICIES") permit required pursuant to the members terms of Section 5.4 of the SpinCo Group and their respective employeesMortgage Loan Agreement, officers and directors to submit claims relating toincluding meeting all insurer requirements thereunder (it being agreed that, arising out of or resulting from facts, circumstances, events or matters that occurred prior with respect to the Distribution Date obligations of the Jekyll Island Borrowers hereunder, insurance shall be maintained as required pursuant to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit terms of Section 5.4 of the SpinCo GroupMortgage Loan Agreement as if the Jekyll Island Borrowers were a "Mortgage Borrower" thereunder, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIand, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members following satisfaction of the SpinCo Group and their respective employeesMortgage Loan, officers and directors as insured parties under any policy the requirements of insurance issued to any member Section 5.4 of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group Mortgage Loan Agreement shall be deemed to have made any representation be the continuing obligations of the Borrowers and the Mortgage Borrowers hereunder). The provisions of Section 5.4 of the Mortgage Loan Agreement are incorporated herein by reference. The Lender shall be named as an additional named insured or warranty as loss payee under such policies to the availability extent that Mortgage Lender is required to be named as such under the Mortgage Loan Agreement. Upon request from Lender, Lender shall be entitled to receive copies of any insurance policies obtained by Mortgage Lender to the extent and at the time such policies are delivered to the Mortgage Lender by Mortgage Borrower. All Insurance Policies shall provide that the coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, shall not be modified without (30) days' advance written notice to Lender and shall cause provide that no claims shall be paid thereunder to a Person other than Mortgage Lender or Lender without ten (10) days' advance written notice to Lender. The Borrowers shall furnish Lender receipts for the payment of premiums on such Insurance Policies or other members evidence of such payment reasonably satisfactory to Lender in the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group event that immediately prior such premiums have not been paid by Lender pursuant to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionLoan Agreement.

Maintenance of Insurance. Until (a) Maintain in full force and effect, with insurance companies that the Distribution Date, Nuance shall Parent Borrower believes (i) cause in the members good faith judgment of the SpinCo Group management of the Parent Borrower) are financially sound and their respective employeesresponsible at the time the relevant coverage is placed or renewed, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is no less favorable than reasonable and prudent in light of the coverage provided size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrowers and the Subsidiaries. Subject to Section 6.16, the Parent Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent, for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo GroupSecured Parties, SpinCo shall continue be named as an additional insured with respect to maintain such insurance coverage through liability policies (other than directors and officers policies and workers compensation) maintained by Holdings, the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIBorrowers and each Subsidiary Guarantor and the Collateral Agent, Nuance and SpinCo acknowledge that, as of immediately prior to for the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members benefit of the SpinCo Group and their respective employeesSecured Parties, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty named as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, loss payee and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or mortgagee with respect to the members property insurance maintained by Holdings, the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the applicable Borrower or applicable Subsidiary Guarantor, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrowers and their Subsidiaries, and (C) the Collateral Agent agrees that the Borrowers and/or their applicable Subsidiaries shall have the sole right to adjust or settle any claims under such insurance. (b) Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all improved real property that is located in a special flood hazard area and that constitutes Mortgaged Property, on such terms and in such amounts as required by the Flood Insurance Laws, (ii) furnish to the Collateral Agent promptly upon written request evidence of the SpinCo Group renewal (and their respective employees, officers and directors to continue to provide payment of renewal premiums therefor) of all such coverage with respect to acts, omissions or events occurring policies prior to the Distribution in accordance with their terms as if the Distribution had not occurred; providedexpiration or lapse thereof, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported and (iii) furnish to the insurer on Collateral Agent prompt written notice of any redesignation of any such improved real property into or after the Distributionout of a special flood hazard area.

Maintenance of Insurance. Until In addition to and cumulative with any other requirements herein imposed on the Distribution DateGrantors with respect to insurance, Nuance the Grantors shall (i) cause maintain insurance with insurance companies, satisfactory to the members Agent on such of the SpinCo Group Grantors’ respective properties and their respective employeesassets, officers in such amounts and directors against such risks as is customarily maintained by similar businesses operating in the same vicinity, but in any event to continue to be covered as insured parties under Nuanceinclude public liability, worker’s policies of compensation, business interruption, malicious mischief, errors and omissions, loss, damage, flood, windstorm, fire, theft, extended coverage and product liability insurance in a manner amounts satisfactory to the Agent, which is no less favorable than such insurance shall not be cancellable or altered (or the coverage provided for thereunder reduced or restricted) by any Grantor, unless with the Nuance Group and (ii) permit the members prior written consent of the SpinCo Group and their respective employeesAgent, officers and directors to submit claims relating toor by the insurer of such Grantor, arising out of or resulting from facts, circumstances, events or matters that occurred prior unless with at least 30 days advance written notice to the Distribution Date Agent thereof. The Grantors shall deliver to the extent permitted under Agent on the Closing Date and at such policies. With respect to policies currently procured by SpinCo for other times as the sole benefit Agent may request, a detailed list of such insurance then in effect stating the names of the SpinCo Groupinsurance companies, SpinCo the amounts and rates of insurance, the date of expiration thereof, the properties and risks covered thereby and the insured with respect thereto, and, within 30 days after notice in writing from the Agent, obtain such additional insurance as the Agent, at the request of the Required Banks, may reasonably request. The Grantors will pay all premiums on the insurance referred to herein as and when they become due and shall continue do all things necessary to maintain such the insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Dateeffect. The SpinCo Group will not be entitled on Agent may act as the Grantor’s agent in adjusting or following the Distribution Date, absent mutual agreement otherwise, to make compromising any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage loss under any such insurance policy and in collecting and receiving the proceeds from any such policy. Notwithstanding In the foregoingevent of any loss under any such policy of insurance, Nuance shallthe insurer named therein is hereby authorized and directed by the Grantor to make payment for such loss to the Agent, for the benefit of the Secured Parties, as their interests may appear, rather than to the Grantors and the Agent jointly. If any Grantor shall default in its obligation hereunder to insure the Collateral in a manner satisfactory to the Agent, then the Agent shall have the right (but not the obligation) to procure such insurance and to charge the costs of same to the Grantors, which costs shall be added to and become a part of the unpaid principal amount of the Obligations, shall bear interest at the Default Rate or the highest contract rate permitted by applicable law whichever is less; such interest shall be payable on demand by the Agent and shall cause be secured by the other members Collateral. The proceeds of all such insurance, if any loss should occur, may be applied by the Agent to the payment of the Nuance Group to, use reasonable best efforts Obligations or to cause all insurance policies the replacement of any of the Nuance Group that immediately prior to Collateral damaged or destroyed, as the Distribution provide coverage to Agent may elect or direct in its sole discretion. Each Grantor hereby appoints (which appointment constitutes a power coupled with respect to the members an interest and is irrevocable as long as any of the SpinCo Group Obligations remain outstanding) Agent as its lawful attorney-in-fact with full authority to make, adjust, settle claims under and/or cancel such insurance and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions endorse the applicable Grantor’s name on any instruments or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend drafts issued by or maintain coverage under claims-made policies with respect to upon any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributioninsurance companies.

Maintenance of Insurance. Until (a) Maintain, and shall cause each Loan Party to maintain, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by the Distribution DateAdministrative Agent) satisfactory to the Administrative Agent, Nuance shall insurance (i) cause with respect to the members Collateral, Properties and business of the SpinCo Group Loan Parties covering casualty, hazard, larceny, embezzlement, theft or other criminal misappropriation, malicious mischief, product liability, workers’ compensation, flood and their respective employeesother risks, officers and directors in amounts satisfactory to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group Administrative Agent, and (ii) permit covering business interruption with policy limits, coverage amounts and deductibles determined from time to time by the members Loan Parties in their commercially reasonable business judgment and not otherwise materially inconsistent with the past policies of such Loan Party regarding policy limits, coverage amounts and deductibles, and subject to an Insurance Assignment satisfactory to the Administrative Agent. All proceeds under each policy shall be payable to the Administrative Agent. From time to time upon request, the Borrower Agent shall deliver to the Administrative Agent the originals or certified copies of the SpinCo Group Loan Parties’ insurance policies and their updated flood plain searches. Unless the Administrative Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing the Administrative Agent as loss payee; (ii) requiring 30 days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower, any Subsidiary or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay (or cause its respective employeesSubsidiaries that are Loan Parties to provide and pay) for any insurance required by this Section 6.07(a), officers and directors to submit claims relating the Administrative Agent may, at its option, but shall not be required to, arising out of or resulting from facts, circumstances, events or matters that occurred prior procure the insurance and charge the Borrowers therefor. Each Borrower agrees to deliver to the Distribution Date Administrative Agent, promptly as rendered, copies of all reports made to insurance companies in respect of the Loan Parties. While no Event of Default exists, the Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent to the extent permitted under required pursuant to Section 6.07(b). If an Event of Default exists, only the Administrative Agent shall be authorized to settle, adjust and compromise such policies. With respect to policies currently procured by SpinCo for the sole benefit claims. (b) Any proceeds of the SpinCo Groupinsurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation (i) of any Collateral during a Cash Dominion Trigger Period, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior be paid to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members Administrative Agent and shall be applied in accordance with Section 8.03 and (ii) of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy Collateral in an amount in excess of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or$500,000, subject to Section 8.02clause (c) below and during any time other than a Cash Dominion Trigger Period, shall be paid to the extent any claims are made pursuant Administrative Agent and shall be applied to the payment of the Loans, and then to any Nuance claims-made policies on or other Obligations then due and owing. (c) During any period other than a Cash Dominion Trigger Period, if requested by the Borrower Agent in writing within 15 days after the Distribution Date. No member Administrative Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment of the Nuance Group Loan Parties, the Borrowers may use such proceeds or awards to repair or replace such Equipment (and until so used, the proceeds shall be deemed to have made any representation held by the Administrative Agent as Cash Collateral) as long as (i) no Default exists; (ii) such repair or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoingreplacement is promptly undertaken and concluded, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported plans reasonably satisfactory to the insurer on Administrative Agent; (iii) the repaired or after replaced Property is free of Liens, other than Permitted Liens that are not purchase money liens; (iv) the DistributionBorrowers comply with disbursement procedures for such repair or replacement as the Administrative Agent may reasonably require; and (v) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $10,000,000.

Maintenance of Insurance. Until Borrower, or if required pursuant to the Distribution DateDeclaration, Nuance the Timeshare Owners’ Association, shall maintain (or Borrower shall cause to be maintained) at all times during the term of this Agreement, policies of insurance with premiums being paid when due, and shall deliver to Agent originals of insurance policies issued by insurance companies, in amounts, in form and in substance, and with expiration dates, all acceptable to Agent and containing a waiver of subrogation rights by the insuring company, a non-contributory standard mortgagee benefit clause, or their equivalents, and a mortgagee loss payable endorsement in favor of and satisfactory to Agent on behalf of each Lender, and breach of warranty coverage, providing the following types of insurance on and with respect to Borrower (or, as appropriate, the respective Associations) and the Resort: (i) cause Fire and extended coverage insurance (including lightning, hurricane, tornado, wind and water damage, vandalism and malicious mischief coverage) covering the members improvements and any personal property located in or on the Resorts in an amount not less than the full replacement value of such improvements and personal property, and said policy of insurance shall provide for a deductible acceptable to Agent, breach of warranty coverage, replacement cost endorsements satisfactory to Agent, and shall not permit co-insurance; (ii) Public liability and property damage insurance covering the Units and the Resorts in amounts and on terms satisfactory to Agent; and (iii) Such other insurance on the Resorts or any replacements or substitutions therefor including, without limitation, flood insurance (if the Property is or becomes located in an area which is considered a flood risk by the U.S. Emergency Management Agency or pursuant to the National Flood Insurance program), in such amounts and upon terms as may from time to time be reasonably required by Agent. To the extent any other timeshare receivable lender has any rights to approve the form of insurance policies with respect to the Resorts, the amounts of coverage thereunder, the insurers under such policies, or the designation of an attorney-in-fact for purposes of dealing with damage to any part of the SpinCo Group Resorts or insurance claims or matters related thereto, or any successor to such attorney-in-fact, or any changes with respect to any of the foregoing, Borrower shall take all steps as may be necessary (and, after turnover, if any, of control of the Resort to the Timeshare Owners’ Association, Borrower shall use its best efforts) to ensure that Agent on behalf of each Lender shall at all times have a co-equal right, with such other lender (including, without limitation, Borrower or any third-party lender), to approve all such matters and their respective employeesany proposed changes in respect thereof; and Borrower shall not cause or permit any changes with respect to any insurance policies, officers and directors to continue insurers, coverage, attorney-in-fact, or insurance trustee, if any, without Agent’s prior written approval. In the event of any insured loss or claim in respect of the Resorts or the Units, Borrower shall apply (or cause to be covered as insured parties under Nuance’s applied), and Borrower covenants that the Timeshare Owners’ Association shall apply (or cause to be applied), all proceeds of such insurance policies of insurance in a manner which is no less favorable than consistent with the Timeshare Documents and the Timeshare Act. All insurance policies required pursuant to this Agreement (or the Timeshare Documents or Timeshare Act) shall provide that the coverage provided for the Nuance Group and afforded thereby shall not expire or be amended, canceled, modified or terminated without at least thirty (ii30) permit the members of the SpinCo Group and their respective employees, officers and directors days prior written notice to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred Agent. At least thirty (30) days prior to the Distribution Date expiration date of each policy maintained pursuant to this Section 7.1(d), a renewal or replacement thereof satisfactory to Agent shall be delivered to Agent. Borrower shall deliver or cause to be delivered to Agent receipts evidencing the extent permitted under such policies. With respect to policies currently procured by SpinCo payment for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain all such insurance coverage through policies and renewals or replacements. In the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability event of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the fire or other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage casualty to or with respect to the members of improvements on or at the SpinCo Group Resorts, Borrower covenants that Borrower or the Timeshare Owners’ Association, as the case may be, will promptly restore or repair (or cause to be restored, repaired or replaced) the damaged improvements and their respective employeesrepair or replace any other personal property to the same condition as immediately prior to such fire or other casualty and, officers and directors to continue to provide such coverage with respect to actsthe improvements and personal property on the Resorts, omissions or events occurring prior to the Distribution in accordance with their the terms as if of the Distribution had not occurred; provided, however, that Timeshare Documents or Timeshare Act. The insufficiency of any net insurance proceeds shall in no event shall Nuance be required way relieve Borrower or, as applicable, Borrower and Timeshare Owners’ Association, of its obligation to extend restore, repair or maintain coverage under claims-made policies replace such improvements and other personal property in accordance with respect to any claims first made against a member the terms hereof, of the SpinCo Group Declaration or first reported other Timeshare Documents or of the Timeshare Act, and Borrower covenants that Borrower or, as the case may be, the Timeshare Owners’ Association, shall promptly comply and cause compliance with the provisions of the Declaration and other Timeshare Documents, or of the Timeshare Act relating to such restoration, repair or replacement. Borrower shall, unless an Event of Default has occurred, apply all insurance proceeds payable to or received by it, in accordance with the applicable Declaration. If an Event of Default has occurred, Agent may, in its sole discretion, apply all insurance proceeds in accordance with the applicable Declaration or to the insurer on or after repayment of the DistributionLoan.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (ia) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Borrower shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies insurance of such types, in such amounts and against such risks as is customary to be maintained by companies engaged in the other members same or a similar business in the same general area; and furnish to the Administrative Agent, upon written request, full information as to the insurance carried. 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 Nuance Group toAdministrative Agent, use reasonable best efforts as loss payee in form reasonably satisfactory to cause the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. 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, all insurance policies of insurance required under the Nuance Group terms hereof shall contain an endorsement or agreement by the insurer that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution any loss shall be payable in accordance with their the terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to of such policy notwithstanding any claims first made against a member act of negligence of the SpinCo Group Borrower, or first reported 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. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least 10 days’ prior written notice to the insurer on Administrative Agent in the event of the Borrower’s failure to pay any premiums and in all other cases, 30 days’ prior written notice to the Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or after a Subsidiary of the DistributionBorrower, the Borrower shall deliver such proceeds to the Administrative Agent immediately upon receipt. So long as no Default or Event of Default shall have occurred that is continuing, Borrower shall be entitled to retain the proceeds of any insurance policy described above.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution DateBorrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, Nuance shall insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis; and will furnish to the Administrative Agent, promptly following written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried and (b) with respect to each Mortgaged Property, if at any time the area in which any improvements located on such Mortgaged Property is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Borrower will obtain flood insurance in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, and rules and regulations promulgated thereunder in form and substance reasonably satisfactory to the Administrative Agent or any Lender, (B) furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (C) to the extent the Borrower becomes aware of any re-designation, furnish to the Administrative Agent prompt written notice of any re-designation of any such improved Mortgaged Property into or out of a “special flood hazard area”. The Borrower will use its commercially reasonable efforts to promptly cause each such policy of insurance to (i) cause name the members Collateral Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to continue to be covered Secured Parties as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to Secured Parties as the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionloss payee thereunder.

Maintenance of Insurance. Until (a) Maintain with responsible insurance companies insurance with respect to its properties and business (including business interruption insurance) against such casualties and contingencies and of such types and in such amounts as is customary in the Distribution Date, Nuance shall case of similar businesses and which is satisfactory to the Administrative Agent and the Required Lenders and will (i) cause furnish to the members Administrative Agent on each anniversary of the SpinCo Group and their respective employees, officers and directors to continue Effective Date a certificate or certificates of insurance from the applicable insurance company evidencing the existence of insurance required to be covered maintained by this Agreement and the other Loan Documents and evidencing that Administrative Agent is listed as insured parties under Nuance’s policies of sole loss payee on property insurance (except as to properties owned by MarkWest Parent or the MarkWest Inc. Operating Subsidiaries (as defined in a manner which is no less favorable than the coverage provided for Parent Credit Agreement)) and the Nuance Group Administrative Agent and Lenders are additional insureds on liability insurance, and (ii) permit the members upon request of the SpinCo Group Administrative Agent, furnish to each Lender at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the nature and their respective employeesextent of all insurance maintained in accordance with this Section. (i) Except as the Administrative Agent may otherwise consent to in writing, officers Borrower will, and directors to submit claims relating will cause each of its Subsidiaries to, arising out of or resulting from factsforthwith upon receipt, circumstances, events or matters that occurred prior transmit and deliver to the Distribution Date Administrative Agent, in the form received, all cash, checks, drafts, chattel paper and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Administrative Agent) which may be received by the Borrower at any time in full or partial payment of amounts due under any insurance policy. Except as the Administrative Agent may otherwise consent in writing, any such items which may be received by the Borrower will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for the Administrative Agent until delivery is made to the extent permitted Administrative Agent. Borrower will comply with the terms and conditions of any consent given by the Administrative Agent pursuant to the provisions of this paragraph. All items or amounts in excess of $250,000 which are delivered by the Borrower or by any insurance company to the Administrative Agent on account of partial or full payment of amounts due under any insurance policy shall be deposited to the credit of a deposit account (herein called the "INSURANCE DEPOSIT ACCOUNT") of the Borrower with the Administrative Agent, as security for payment of the Obligations. Borrower shall have no right to withdraw any funds deposited in the Insurance Deposit Account. Administrative Agent will apply all or any of the then balance in the Insurance Deposit Account toward payment of the Obligations, in such policiesorder of application as the Administrative Agent may determine. With respect Administrative Agent may, from time to policies currently procured time, in its reasonable discretion and with the consent of the Required Lenders, release all or any of such balance representing collected funds to the Borrower. Administrative Agent is authorized to endorse, in the name of the Borrower, any item, howsoever received by SpinCo the Administrative Agent, representing any payment under any insurance policy. (ii) The Borrower hereby grants to the Administrative Agent, for the sole benefit of the SpinCo GroupLenders, SpinCo shall continue a lien on and security interest in and to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIaccount and all monies, Nuance cash, checks, drafts, certificates of deposit, instruments, investment property, and SpinCo acknowledge thatother items ever received by Administrative Agent for deposit therein and held therein, as of immediately prior security for the Obligations. The rights granted by this SECTION 6.07 shall be in addition to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members rights of the SpinCo Group and their respective employees, officers and directors as insured parties Administrative Agent under any policy statutory banker's Lien or the common law right of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionsetoff.

Maintenance of Insurance. Until Borrowers will maintain or cause to be maintained, with financially sound and reputable insurers, public liability, fire and extended coverage and property damage, rent loss or business interruption and other types of insurance with respect to its business and the Distribution DateProperties (including all Improvements now existing or hereafter erected thereon) against all losses, Nuance hazards, casualties, liabilities and contingencies as customarily carried or maintained by Persons of established reputation engaged in similar businesses and as Lender shall require and in such amounts and for such periods as Lender shall require. Without limitation of the foregoing, Borrowers shall maintain or cause to be maintained policies of insurance with respect to each Individual Property in the following amounts and covering the following risks: (i) cause Property damage insurance covering loss or damage to the members applicable Individual Property caused by fire, lightning, hail, hurricane, windstorm, tidal wave, explosion, acts of terrorism, vandalism, malicious mischief, and such other losses, hazards, casualties, liabilities and contingencies as are normally and usually covered by fire, extended coverage and all risk policies in effect where the applicable Individual Property is located endorsed to include all of the SpinCo Group extended coverage perils and their respective employeesother broad form perils, officers including the standard “all risks” clauses, with such endorsements as Lender may from time to time reasonably require including, without limitation, building ordinance and directors law (including demolition costs and increased cost of construction coverage), lightning, hurricane, windstorm, tidal wave, civil commotion, acts of terrorism, hail, riot, strike, water damage, sprinkler leakage, collapse and malicious mischief. Such policy shall be in an amount not less than that necessary to continue to be covered as insured parties under Nuance’s policies comply with any coinsurance percentage stipulated in the policy, but not less than 100% of insurance the full replacement cost of all Improvements at the applicable Individual Property (without any deduction for depreciation), and shall contain a replacement cost and agreed amount endorsement in a manner which is no an amount not less favorable than the coverage provided outstanding principal amount of the Loan. The deductible under such policy shall not exceed an amount customarily required by institutional lenders for similar properties in the Nuance Group general vicinity of the applicable Individual Property, but in no event in excess of $5,000, or such other amount as is approved by Lender from time to time. In addition to and without limiting the foregoing, the property insurance required under this Section 5.4(i), and the property insurance and business interruption and rent loss insurance required under Sections 5.4(v) and (vi) below shall be required to cover perils of terrorism and acts of terrorism. (ii) permit Broad form boiler and machinery insurance in an amount equal to the members full replacement cost of the SpinCo Group Improvements at such Individual Property (without any deduction for depreciation) in which the boiler or similar vessel is located, and their respective employeesincluding coverage against loss or damage from (1) leakage of sprinkler systems and (2) damage, officers breakdown or explosion of steam boilers, electrical machinery and directors equipment, air conditioning, refrigeration, pressure vessels or similar apparatus and mechanical objects now or hereafter installed at the applicable Individual Property. (iii) If the applicable Individual Property is located in area prone to submit claims relating geological phenomena, including, but not limited to, arising out sinkholes, mine subsidence, tidal waves or earthquakes, insurance covering such risks in an amount not less than 100% of the full replacement cost of the Improvements at such Individual Property without any deduction for depreciation, with a maximum permissible deductible of $5,000, or resulting such other amount as is approved by Lender from factstime to time. (iv) Flood insurance if the applicable Individual Property is located, circumstancesin whole or in part, events in an area now or matters that occurred prior hereafter designated as “flood prone” or a “special flood hazard area” (as defined under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994 (as each may be amended, or any successor law, collectively, the “Flood Insurance Acts”)). Such policy shall be in an amount equal to 100% of the full replacement cost of the Improvements at such Individual Property, or such other amount as is approved by Lender from time to time, and shall have a maximum permissible deductible equal to an amount customarily required by institutional lenders for similar properties in the general vicinity of the applicable Individual Property, but in no event in excess of $5,000, or such other amount as is approved by Lender from time to time. (v) Business interruption or rent loss insurance in an amount equal to the Distribution Date to gross income or rentals from the extent permitted applicable Individual Property for an indemnity period of eighteen (18) months, such amount being adjusted annually. Lender shall be named as loss payee under such policies. With insurance. (vi) During any period of reconstruction, renovation or alteration of the applicable Individual Property, a complete value, “All Risks” Builders Risk form or “Course of Construction” insurance policy in non-reporting form and in an amount reasonably satisfactory to Lender. (vii) Commercial General Liability insurance covering claims for bodily injury, death or property damage occurring upon, in or about the applicable Individual Property in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate with no deductible of self insurance retention, and an umbrella liability policy in the amount of $3,000,000. (viii) If required by applicable state laws, worker’s compensation or employer’s liability insurance in accordance with such laws. (ix) Such other insurance and endorsements, if any, with respect to policies currently procured each Individual Property and the operation thereof as Lender may reasonably require from time to time, provided same are customarily required by SpinCo institutional lenders for similar properties in the sole benefit general vicinity of the SpinCo Groupapplicable Individual Property, SpinCo or which are otherwise required by the Loan Documents. Each carrier providing any insurance, or portion thereof, required by this Section shall continue be licensed to maintain such insurance coverage through do business in the Distribution Date jurisdiction in which the applicable Individual Property is located, and shall have a manner no claims paying ability rating by S&P of not less favorable than currently provided“AA,” by Mxxxx’x of not less than “Aa2” and by Fitch of not less than “AA,” and an A.M. Best Company, Inc. rating of not less than A and financial size category of not less than XIII. Except as otherwise expressly permitted set forth in this Article VIIILoan Agreement, Nuance Borrowers shall cause all insurance (except general public liability and SpinCo acknowledge thatexcess liability, as to which Lender shall be named as additional insured, and workers’ compensation insurance) carried in accordance with this Section to be payable to Lender as a mortgagee and loss payee and not as a coinsured, and, in the case of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy all policies of insurance issued to carried by each lessee, for the benefit of Borrowers (or any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Datethem), absent mutual agreement otherwiseif any, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all such policies to be payable to Lender as Lender’s interest may appear. All insurance policies and renewals thereof (i) shall be in a form reasonably acceptable to Lender, (ii) shall provide for a term of not less than one year, (iii) shall provide by way of endorsement, rider or otherwise that such insurance policy shall not be canceled, endorsed, altered, or reissued to effect a change in coverage unless such insurer shall have first given Lender thirty (30) days prior written notice thereof, (iv) shall include a standard non-contributory mortgagee endorsement or its equivalent in favor of and in form acceptable to Lender, (v) shall provide for claims to be made on an occurrence basis, (vi) shall contain an agreed value clause updated annually (if the amount of coverage under such policy is based upon the replacement cost of any of the Nuance Group that immediately prior Properties) and (vii) shall designate Lender as “mortgagee and loss payee” (except general public liability and excess liability, as to which Lender shall be named as additional insured). All property damage insurance policies (except for flood and earthquake policies) must automatically reinstate after each loss. Any insurance required by this Loan Agreement may, at the Distribution provide option of Borrowers, be effected by blanket and/or umbrella policies issued to Borrowers covering the Properties and other properties of Borrowers’ Affiliates provided that, in each case, the policies otherwise comply with the provisions of this Loan Agreement and allocate to each Individual Property, from time to time, the coverage required under this Loan Agreement, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Loan Agreement shall be effected by any such blanket or umbrella policies, Borrowers shall furnish to Lender certificates or insurance evidencing same, with respect to schedules attached thereto showing the members amount of the SpinCo Group and their respective employees, officers and directors insurance provided under such policies which is applicable to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributioneach Individual Property.

Maintenance of Insurance. Until Maintain on the Distribution Datecollateral ------------- ------------------------ under any of the Security Documents insurance against loss by fire, Nuance shall hazards included within the term "extended coverage", and such other hazards, casualties and contingencies as the Agent may from time to time reasonably require, in an amount equal to the greater of (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and $1,000,000 or (ii) permit the members one hundred percent (100%) -- of the SpinCo Group replacement cost of the collateral under any of the Security Documents and their respective employeesuse commercially reasonable efforts to obtain business interruption insurance in the amount of at least $1,000,000. All policies of such insurance and all renewals thereof shall be in form and substance reasonably acceptable to Agent, officers shall be made payable in case of loss to the Agent as loss payee and directors mortgagee and shall contain an endorsement requiring thirty (30) days prior written notice to submit the Agent prior to cancellation or change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims relating toof bodily injury, arising out death or property damage occurring in any building in which the limits of liability shall not be less than One Million Dollars ($1,000,000) per person and One Million Dollars ($1,000,000) per accident, together with an excess liability policy in the amount of Two Million Dollars ($2,000,000) which shall be in addition to the limits above set forth. Borrower shall increase the limits of such liability 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 resulting from facts, circumstances, events or matters that occurred replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the Distribution Date expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause Agent that all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or premiums payable with respect to such policies have been paid by Borrower. Borrower shall have the members right of free choice in the selection of the SpinCo Group and their respective employees, officers and directors agent or the insurer through or by which the insurance required hereunder is to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurredbe placed; provided, however, that said insurer has at all times a general policyholder's rating of A or A+ in no Best's latest rating guide. Furthermore, the Agent shall have the right after the occurrence of an Event of Default 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 shall Nuance be required of loss and (ii) to extend or maintain coverage give releases for any and all amounts received in settlement of losses under claims-made policies with respect such policies; and the same shall, subject to any claims first made against a member Section 2.6.1.3 of this Agreement, at the option of the SpinCo Group 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 first reported not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with reasonable procedures established by the insurer on Agent for use in repairing or after replacing any damaged or destroyed collateral under any of the DistributionSecurity Documents. The Borrower will maintain in full force and effect all "key person" life insurance required at any time and from time to time to be maintained by the Related Transaction Documents.

Maintenance of Insurance. Until (a) Maintain, and shall cause each Loan Party to maintain, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by the Distribution DateAdministrative Agent) satisfactory to the Administrative Agent, Nuance shall insurance (i) cause with respect to the members Collateral, Properties and business of the SpinCo Group Loan Parties covering casualty, hazard, larceny, embezzlement, theft or other criminal misappropriation, malicious mischief, product liability, workers’ compensation, flood and their respective employeesother risks, officers and directors in amounts satisfactory to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group Administrative Agent, and (ii) permit covering business interruption with policy limits, coverage amounts and deductibles determined from time to time by the members Loan Parties in their commercially reasonable business judgment and not otherwise materially inconsistent with the past policies of such Loan Party regarding policy limits, coverage amounts and deductibles, and subject to an Insurance Assignment satisfactory to the Administrative Agent. All proceeds under each policy shall be payable to the Administrative Agent. From time to time upon request, the Borrower Agent shall deliver to the Administrative Agent the originals or certified copies of the SpinCo Group Loan Parties’ insurance policies and their updated flood plain searches. Unless otherwise requested in writing by Imation to the Administrative Agent shall agree otherwiseand agreed by the Administrative Agent in its reasonable discretion, each policy shall include satisfactory endorsements (i) showing the Administrative Agent as loss payee; (ii) requiring 30 days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower, any Subsidiary or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay (or cause its respective employeesSubsidiaries that are Loan Parties to provide and pay) for any insurance required by this Section 6.07(a), officers and directors to submit claims relating the Administrative Agent may, at its option, but shall not be required to, arising out of or resulting from facts, circumstances, events or matters that occurred prior procure the insurance and charge the Borrowers therefor. Each Borrower agrees to deliver to the Distribution Date Administrative Agent, promptly as rendered, copies of all reports made to insurance companies in respect of the Loan Parties. While no Event of Default exists, the Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent to the extent permitted under required pursuant to Section 6.07(b). If an Event of Default exists, only the Administrative Agent shall be authorized to settle, adjust and compromise such policies. claims. (b) Any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation (i) of any Collateral during a Cash Dominion Trigger Period, shall be paid to the Administrative Agent and shall be applied in accordance with Section 8.03 and (ii) of any Collateral in an amount in excess of $500,000, subject to clause (c) below and during any time other than a Cash Dominion Trigger Period, shall be paid to the Administrative Agent and shall be applied to the payment of the Loans, and then to any other Obligations then due and owing. (c) During any period other than a Cash Dominion Trigger Period, if requested by the Borrower Agent in writing within 15 days after the Administrative Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment of the Loan Parties, the Borrowers may use such proceeds or awards to repair or replace such Equipment (and until so used, the proceeds shall be held by the Administrative Agent as Cash Collateral) as long as (i) no Default exists; (ii) such repair or replacement is promptly undertaken and concluded, in accordance with plans reasonably satisfactory to the Administrative Agent; (iii) the repaired or replaced Property is free of Liens, other than Permitted Liens that are not purchase money liens; (iv) the Borrowers comply with disbursement procedures for such repair or replacement as the Administrative Agent may reasonably require; and (v) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $10,000,000. (d) With respect to policies currently procured by SpinCo for the sole benefit each Non-Loan Party Subsidiary, maintain with financially sound and reputable insurance companies not Affiliates of the SpinCo GroupBorrowers, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members its Properties and business against loss or damage of the SpinCo Group kinds customarily insured against by Persons engaged in the same or similar business, of such types and their respective employees, officers in such amounts as are customarily carried under similar circumstances by such other Persons and directors to continue to provide such coverage with respect to acts, omissions or events occurring providing for not less than 30 days’ prior notice to the Distribution in accordance with their terms as if the Distribution had not occurred; providedAdministrative Agent of termination, however, that in no event shall Nuance be required to extend lapse or maintain coverage under claims-made policies with respect to any claims first made against a member cancellation of the SpinCo Group or first reported to the insurer on or after the Distributionsuch insurance.

Maintenance of Insurance. Until The Debtor agrees to maintain, or cause to be maintained, insurance, with financially sound and reputable insurers acceptable to the Distribution DateLender, Nuance shall with respect to the Buildings, the Units and the personal Property located therein (including, without limitation, the furniture, fixtures and furnishings thereof), all other equipment and other personal Property of every nature whatsoever now or hereafter located in or on, or attached to, and used or intended to be used in connection with the Resort, the Common Amenities (including, without limitation, the Amenity Building) and the Pledged Notes Receivable, the Pledged Contracts and the Books and Records, against casualties, contingencies, hazards and such other risks (including, without limitation, (i) cause the members of the SpinCo Group fire, hurricane, tornado, wind damage, and their respective employees, officers such other risks insured against by a standard all-risk property and directors to continue to be covered as insured parties under Nuance’s policies of fire insurance in a manner which is no less favorable than the policy and endorsement for extended coverage provided for the Nuance Group and (ii) permit flood insurance, if required by applicable law) and in such amounts as shall be reasonably satisfactory to the members Lender (such insurance to be maintained during the refurbishing of the SpinCo Group Resorts and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred cover materials in as well as adjacent to the structures so insured; such insurance shall also be maintained prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain refurbishing as well as after such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurredrefurbishing); provided, however, that such casualty insurance shall (A) in no case be in an amount less than an amount sufficient to rebuild the Buildings, the Units or the Common Amenity which shall have suffered the loss and replace any of the personal Property located therein and (B) be sufficient to provide funds to fully compensate owners of Timeshare Intervals in and to such Building and/or Unit for any inability to utilize such Building, Unit and/or Common Amenity during any period following a loss to such Building, Unit or Common Amenity. The Debtor shall deliver copies of the policies of such insurance to the Lender, with satisfactory lender's loss payable endorsements naming the Lender as loss payee to the extent of its interest and as such interest may appear on the Closing Date, as set forth in Section 5.12 hereof and within 15 days after the Closing Date, Debtor shall deliver a certification from the insurance company or insurance companies issuing such policies certifying that such copies are true and correct. Each such policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days' prior written notice to the Lender in the event of cancellation of the policy for any reason whatsoever and a clause that the interest of the Lender shall Nuance not be impaired or invalidated by any act or neglect of the Debtor or owner of the Property nor by the occupation of the premises for purposes more hazardous than are permitted by said policy. If the Debtor shall fail to provide and pay for such insurance, or have the same provided and paid for, the Lender may, at the Debtor's expense, procure the same, but shall not be required to extend do so. The Debtor agrees to deliver to the Lender, promptly as rendered, true copies of all reports made by the Debtor in any reporting form to insurance companies. The Debtor shall maintain or maintain coverage under claims-made policies caused to be maintained insurance with financially sound and reputable insurers with respect to its Property and business (including, without limitation, the Collateral) covering any claims first made against a member public liability of the SpinCo Group Debtor, its officers, agents or first reported employees (including, without limitation, damage by Debtor or its officers, agents or employees or the Association to the insurer on Property of other Persons, any bodily injury caused by Debtor or after the Distribution.its officers, agents or employees to any other Person, or any negligent act or other similar liability of Debtor or its officers, agents or

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shallMaintain, and shall cause the other members each of the Nuance Group toits Subsidiaries to maintain, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to the members of the SpinCo Group its properties (including all real properties leased or owned by it) and their respective employeesbusiness, officers in such amounts and directors to continue to provide covering such coverage risks as is required by any Governmental Authority having jurisdiction with respect to acts, omissions thereto or events occurring prior to the Distribution as is carried generally in accordance with their terms as if sound business practice by companies of similar size and in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Distribution had not occurredCollateral Agent; provided, however, that the Parent and its Subsidiaries may maintain self-insurance (which shall include insurance maintained through Milacron Assurance) in no event shall Nuance connection with the insurance requirements set forth above to the extent reasonably prudent and consistent with past practices. All policies covering the Collateral are to be required made payable to extend the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or maintain coverage under claims-made policies with respect "secured party" clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders' interest in the Collateral and to any claims first payments to be made against a member under such policies. All certificates of insurance are to be delivered to the Collateral Agent and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the SpinCo Group or first reported Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall use reasonable efforts to cause its insurance providers to provide for not less than 30 days' prior written notice to the insurer Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or after the Distributioncollection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (ia) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group Company will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shallmaintain, and shall will cause each of its Restricted Subsidiaries to maintain, with reputable insurance companies, insurance on all the other members of Collateral in at least such amounts and against at least such risks (including without limitation aviation risks) as are usually insured against in the Nuance Group to, use reasonable best efforts to cause all insurance policies of same general area by prudent companies engaged in the Nuance Group that immediately prior to the Distribution provide coverage to same or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurreda similar business; provided, however, that such insurance shall in no event any event: (i) insure the tangible Collateral against risk of physical damage including, without limitation, loss by fire, explosion, theft and such other casualties in an amount not less than the replacement cost value thereof, less deductibles to the extent customary for similar Persons engaged in similar businesses, with all physical damage losses payable to the Trustee, as its interests may appear; and (ii) otherwise comply with the insurance provisions of each Collateral Document. (b) The Company will furnish to the Trustee on or prior to June 30, 2000 and annually thereafter: (i) a schedule describing all insurance maintained by the Company and its Restricted Subsidiaries, which schedule shall Nuance be required set forth for each insurance policy the policy number, the scope of coverage, the policy limits and deductibles, the insurer (and reinsurer, if applicable) and the expiration date; and (ii) an Officer's Certificate certifying that such insurance conforms in all material respects to extend or maintain coverage under claims-made policies with respect to any claims first made against a member all requirements of the SpinCo Group Indenture and the Collateral Documents (or first reported setting forth in reasonable detail any non-conformance and the reasons therefor). (c) The Company will, and will cause each Restricted Subsidiary to, furnish to the Trustee original certificates of insurance containing signatures of duly authorized representatives of the insurer on the date hereof and at least 30 days prior to policy termination, cessation or after cancellation. (d) The Company agrees that it shall, and shall cause each Restricted Subsidiary to, cause each insurer making payment in respect of any Event of Loss of any property of the DistributionCompany or any of its Restricted Subsidiaries, and each Person making any payment in respect of the condemnation or any judgment in any eminent domain proceedings, to pay the Collateral Payment directly to the Trustee. The Company further agrees that, in the event it shall receive any Collateral Payment, it shall pay over such Casualty Loss Payment to the Trustee as soon as possible. The Trustee shall apply such Collateral Payments in accordance with Section 4.19.

Maintenance of Insurance. Until Comply with and agree to the Distribution Date, Nuance shall following provisions: (a) Cause the Borrower and each of the Restricted Subsidiaries to: (i) cause insure and keep insured, with financially sound and reputable insurers, its assets and business against all reasonably foreseeable insurable losses to include the members of the SpinCo Group insurances specified in Schedule 5.13 and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of any insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and required by law; (ii) punctually pay any premium, commission and any other amounts necessary for effecting and maintaining in force each insurance policy; (iii) promptly notify the relevant insurer of any claim by the Borrower or such Restricted Subsidiary under any policy written by that insurer and diligently pursue that claim; (iv) comply with all warranties under each policy of insurance; (v) not do or omit to do, or permit to be done or not done, anything which might prejudice the members Borrower’s or such Restricted Subsidiary’s Or. where the Collateral Agent is a loss payee or an additional named insured on behalf of the SpinCo Group Secured Parties, the Collateral Agent’s right to claim or recover under any insurance policy; and (vi) not vary, rescind, terminate, cancel or cause a material change to any insurance policy; provided always that if at any time and their respective employeesfor any reason any insurance required to be maintained under this Agreement shall not be in full force and effect, officers then any Agent shall thereupon or at any time while the same is continuing be entitled (but have no such obligation) on its own behalf to procure that insurance at the expense of the Borrower and directors to submit claims relating totake all such steps to minimize any hazard as such Agent may consider expedient or necessary. (b) Each insurance policy required to be obtained pursuant to this Section 5.13 shall be on terms and conditions acceptable to each Facility Agent and shall contain provisions to the effect that: (i) no policy can expire nor can it be canceled or suspended by the Borrower, arising out such Restricted Subsidiary or the insurer for any reason (including failure to renew the policy or to pay the premium or any other amount) unless each Agent and, in the case of expiration or resulting from factsif cancellation or suspension is initiated by the insurer, circumstancesthe Borrower receive at least thirty (30) days’ notice (or such lesser period as each such Agent may agree with respect to cancellation, events suspension or matters that occurred termination in the event of war and kindred peril) prior to the Distribution Date to effective date of termination, cancellation or suspension; (ii) the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit Collateral Agent is named as additional named insured, on behalf of the SpinCo GroupSecured Parties, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable on all liability policies (other than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members Project Subsidiaries); (iii) where relevant, all its provisions (except those relating to limits of liability) shall operate as if they were a separate policy covering each insured party; and (iv) on every insurance policy on the Borrower’s or such Restricted Subsidiary’s assets which are the subject of the SpinCo Group Security Documents and their respective employeesfor business interruption, officers and directors to continue to provide such coverage the Collateral Agent is named as loss payee, on behalf of the Secured Parties, for any claim of, or any series of claims arising with respect to actsthe same event whose aggregate amount is, omissions the equivalent of US$1 million or events occurring more. (i) Subject to the provisions of the Intercreditor and Collateral Agency Agreement, the Collateral Agent, as additional named insured and/or loss payee on behalf of the Secured Parties, shall remit the proceeds of any insurance paid to it to the Borrower or the applicable Restricted Subsidiary to repair or replace the relevant damaged assets; provided that during the continuation of a Default or Event of Default, the Collateral Agent, at the direction of the Lenders as specified in the Intercreditor and Collateral Agency Agreement, shall remit the proceeds of any insurance paid to it to the Borrower or the applicable Restricted Subsidiary to repair or replace the relevant damaged assets or may apply those proceeds pursuant to the terms of the Intercreditor and Collateral Agency Agreement; provided further that in such case there shall be no minimum amount or notice period or prepayment premium for any prepayment of the Advances by operation of the provisions of the Intercreditor and Collateral Agency Agreement. (ii) Upon receipt of any insurance proceeds to cover loss of or damage to any asset (whether received from the Collateral Agent, as additional named insured and/or loss payee, on behalf of the Secured Parties, or directly from the insurers), the Borrower or the applicable Restricted Subsidiary shall promptly apply such insurance proceeds solely to replace or repair that asset or otherwise shall apply such proceeds in accordance with Section 2.01(a), and the Borrower shall deliver to the Collateral Agent, at the time of application, a certificate signed by its chief financial officer certifying its compliance with the foregoing requirements. (d) The Borrower shall provide to each Agent the following: (i) as soon as possible after its occurrence, notice of any event which entitles the Borrower or any of its Restricted Subsidiaries to claim for an aggregate amount exceeding the equivalent of US$1 million under any one or more insurance policies; (ii) within 30 days after any insurance policy is issued to the Borrower or any of its Subsidiaries, a copy of that policy incorporating any loss payee provisions required under Section 5.13(b)(iv); (iii) not less than 10 days prior to the Distribution expiry date of any insurance policy (or, for insurance with multiple renewal dates, not less than 10 days prior to the expiry date of the policy on the principal asset), a certificate of renewal from the insurer, insurance broker or agent confirming the renewal of that policy and the renewal period, the premium, the amounts insured for each asset or item and any changes in accordance with their terms or conditions from the policy’s issue date or last renewal, and confirmation from the insurer that provisions naming the Collateral Agent as if loss payee or additional named insured, as applicable, on behalf of the Distribution had Secured Parties, remain in effect; (iv) such evidence of premium payment as any Agent may from time to time reasonably request; and (v) any other information or documents on each insurance policy as any Agent reasonably requests from time to time. (e) In the event that any insurance coverage required hereby (or the limits, deductible amounts or any other requirement thereof) is not occurredavailable on commercially reasonable terms and conditions in the commercial insurance market, the Borrower may request a waiver from the Majority Common Creditors, which waiver shall not be unreasonably withheld, of the requirement of such coverages, limits, deductible amounts, or other requirements to the extent the maintenance thereof is not so available; provided, however, that: (i) the Borrower shall have made a request for such waiver and shall have provided the Agents with written reports prepared by an Acceptable Insurance Advisor in form and substance reasonably satisfactory to the Facility Agents and confirming that such coverage, limits, deductible amounts or other requirements, as the case may be, are not available on commercially reasonable terms and conditions in no event shall Nuance the commercial insurance market and further outlining, as appropriate, alternative terms and conditions which are then so available (for purposes of this Section 5.13, insurance will be required considered to extend be “not available on commercially reasonable terms and conditions” if and to the extent that, in the judgment of such Acceptable Insurance Advisor, it is generally not being carried by, or maintain coverage under claims-made policies with respect applicable to, businesses or operations similar to any claims first made against a member the Borrower’s or the Restricted Subsidiaries’ Telecommunications Business because of the SpinCo Group cost thereof); if any such Acceptable Insurance Advisor shall disagree with the Borrower’s claim that any coverage, limits, deductible amounts or first reported other requirements are not available on commercially reasonable terms and conditions, such advisor’s report shall specifically identify the carrier(s) providing such coverage, limits, deductible amounts or other requirements, as the case may be, and indicate whether (in its knowledge and experience) such coverage, limits, deductible amounts, or other requirements are generally being carried by, or are otherwise applicable to, businesses or operations similar to the insurer Borrower’s or the Restricted Subsidiaries’ Telecommunications Business; if any coverage, limit, deductible amount or other requirement can only be obtained by changing insurance provider(s), the verifiable costs (if any) resulting from such change shall be considered in the determination of whether such coverage is available on commercially reasonable terms and conditions; (ii) the Borrower shall have secured and obtained for itself and each of the Restricted Subsidiaries the most favorable alternative terms and conditions which are then available on commercially reasonable terms and conditions; and (iii) any waiver granted pursuant to this Section 5.13(e) shall be effective only during the period that the coverage, limits, deductible amounts or after other requirements thereby waived are not available on commercially reasonable terms and conditions within the Distributionmeaning of this Section 5.13(e).

Maintenance of Insurance. Until (a) Maintain (or shall cause each applicable Owned DST (or its wholly owned Subsidiary) to maintain) with financially sound and reputable insurers having an A.M. Best rating of A- or better and not Affiliates of any Borrower insurance with respect to such Owned DST’s (or its wholly owned Subsidiary’s) Owned Core Asset and business against such casualties and contingencies, including fire, lightning and other perils, as shall be in accordance with the Distribution general practices of businesses engaged in similar activities in similar geographic areas and Borrower’sBorrowers’ past practices and consistent with Borrower’sBorrowers’ or the Owned DST’s practices on the Closing Date, Nuance 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. BorrowerBorrowers shall (and shall cause each Owned DST (or its wholly owned Subsidiary) to) at all times comply with and conform to all provisions of each such insurance policy and to all requirements of the insurers thereunder applicable to BorrowerBorrowers, the Owned DSTs (or its wholly owned Subsidiary), the Owned Core Assets or to the use, occupation, possession, operation, maintenance or repair of all or any portion of the Owned Core Assets. (b) Maintain (or shall cause each applicable Owned DST (or its wholly owned Subsidiary) to maintain) with financially sound and reputable insurers having an A.M. Best rating of A- or better and not Affiliates of any Borrower protecting BorrowerBorrowers and the Owned DSTs (and any Owned DST’s wholly owned Subsidiary), against loss from liability imposed by law or assumed in any agreement, document, or instrument and arising from bodily injury, death or property damage, as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas and Borrower’sBorrowers’ past practices and consistent with Borrower’sBorrowers’ or the Owned DST’s practices on the Closing Date, 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. (c) Such other policies of insurance (i) cause as Administrative Agent may request in writing to the members of extent available on commercially reasonable terms and generally required by lenders with respect to properties similar to the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and applicable Owned Core Asset(s) or (ii) permit as may be required under the members Senior Mortgage Loan Documents with respect to an Owned DST (or its wholly owned Subsidiary) or Owned Core Asset. (d) All policies for required insurance will be in form and substance satisfactory to Administrative Agent. All property policies evidencing required insurance will name Collateral Agent, on behalf of the SpinCo Group Secured Parties, as additional insured. All liability policies evidencing required insurance will name the Collateral Agent, on behalf of the Secured Parties, as additional insured. The policies will provide for at least thirty (30) days prior written notice of the cancellation or modification thereof to be given to Collateral Agent. Certificates of insurance evidencing that such insurance is in full force and their respective employeeseffect, officers and directors will be delivered to submit claims relating toAdministrative Agent, arising out together with proof of or resulting from facts, circumstances, events or matters that occurred prior the payment of the premiums thereof. Prior to the Distribution expiration of each such policy, BorrowerBorrowers shall furnish Administrative Agent evidence that such policy has been renewed or replaced in the form of the original or a certified copy of the renewal or replacement policy or, if acceptable to Administrative Agent, a certificate reciting that there is in full force and effect, with a term covering at least the next succeeding calendar year, insurance of the types and in the amounts required in this Section 8.8Section 8.8. (e) BorrowerBorrowers will not (and will not permit any Loan Party or any Owned DST (or its wholly owned Subsidiary) to) settle any claim under any casualty insurance policies, if such claim involves any loss in excess of $500,000, without the prior written approval of Administrative Agent, and the BorrowerBorrowers shall use commercially reasonable efforts to cause each such policy that is renewed or entered into after the Closing Date to contain a provision to such effect. (f) Notwithstanding anything to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Groupcontrary set forth in this Section 8.8Section 8.8, SpinCo shall continue to maintain so long as each Owned DST (or its wholly owned Subsidiary) is maintaining such insurance coverage through as may be required by the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in applicable Senior Mortgage Loan Documents, the requirements of this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group 8.8Section 8.8 shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or satisfied with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionapplicable Owned Core Asset.

Maintenance of Insurance. Until (a) Maintain with responsible insurance companies insurance with respect to its properties and business (including business interruption insurance) against such casualties and contingencies and of such types and in such amounts as is customary in the Distribution Date, Nuance shall case of similar businesses and which is reasonably acceptable to the Administrative Agent and will (i) cause furnish to the members Administrative Agent on each anniversary of the SpinCo Group and their respective employees, officers and directors to continue Restatement Date a certificate or certificates of insurance from the applicable insurance company evidencing the existence of insurance required to be covered maintained by this Agreement and the other Loan Documents and evidencing that Administrative Agent is listed as insured parties under Nuance’s policies of loss payee on property insurance in a manner which is no less favorable than (except as to properties owned by the coverage provided for Excluded MLP Entities) and the Nuance Group Administrative Agent and Lenders are additional insureds on liability insurance, and (ii) permit the members upon request of the SpinCo Group Administrative Agent, furnish to each Lender at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the nature and their respective employeesextent of all insurance maintained in accordance with this Section. (b) Borrower will notify Administrative Agent in writing within five (5) Business Days of its, officers or any of the QRC Subsidiaries', receipt of any cash, checks, drafts, chattel paper and directors other instruments or writings for the payment of money in full or partial payment of amounts due under any insurance policy in an amount in excess of $1,000,000. Upon receipt of such written notice, Borrower and Administrative Agent will have twenty (20) Business Days to submit claims relating todetermine whether all or any portion of such proceeds should be applied to reduce the Outstanding Amount of the Loans, arising out or retained by Borrower for reinvestment in its business. If, after such twenty (20) Business Day period, the Administrative Agent elects to apply any portion of such proceeds to reduce the Outstanding Amount of the Loans, the Borrower, or resulting from factsthe applicable QRC Subsidiary, circumstances, events or matters that occurred prior will transmit and deliver to the Distribution Date to Administrative Agent, in the extent permitted under form received, the amount elected by the Administrative Agent of such policies. With respect to policies currently procured by SpinCo cash, checks, drafts, chattel paper and other instruments or writings for the sole benefit payment of money (properly endorsed, where required, so that such items may be collected by the Administrative Agent). Borrower may retain any portion of such proceeds in excess of the SpinCo Group, SpinCo shall continue amount elected to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently providedbe applied. Except as the Administrative Agent may otherwise expressly permitted consent in this Article VIIIwriting, Nuance any such items which may be received by the Borrower in excess of $1,000,000 and SpinCo acknowledge that, as of immediately prior which Administrative Agent has elected to apply to reduce the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members Outstanding Amount of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group Loans will not be entitled on commingled with any other funds or following property of Borrower, but will be held separate and apart from Borrower's own funds or property and upon express trust for the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder Administrative Agent until delivery is made to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionAdministrative Agent.

Maintenance of Insurance. Until (a) The Borrower shall obtain and maintain, or shall cause to be obtained and maintained, the Distribution insurance coverages specified in this subsection 4.7(a). The insurer issuing any such policy shall certify to the Lender that (1) loss payments with respect to insurance required pursuant to Section 4.7(a)(i) will be payable to the Lender such payments to be applied in the manner set forth in the Deed of Trust (2) the interests of the Lender shall be insured regardless of any breach or violation by the Borrower of any warranties, declarations or conditions contained in such policy, and (3) if such insurance is canceled or materially changed or if any reinsurance is canceled for any reason whatsoever, such insurer will promptly notify the Lender and such cancellation or change shall not be effective as to the Lender for thirty (30) days after receipt by the Lender of such notice. The Borrower shall deliver to the Lender, or cause to be delivered to Lender, XXXXX Form 28 Evidence of Insurance and an XXXXX Form 25-S Certificate of Insurance (or such other equivalent form as may be acceptable to the Lender) (provided that any such form shall not contain any qualifying language concerning the status of Lender, as additional insured), as applicable, with respect to such policies on or before the Closing Date, Nuance shall (i) cause the members and evidence of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance each renewal policy in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred similar forms prior to the Distribution Date expiration of the original policy or preceding renewal policy (as the case may be); and to deliver to the extent permitted under such policies. With respect Lender, or cause to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior be delivered to the Distribution DateLender, Nuance intends to take upon Lender’s request, receipts or other evidence that the premiums thereon have been paid in accordance with the policy. The insurer or reinsurer for all such action as it may deem necessary policies shall be rated A-IX or desirable to remove the members of the SpinCo Group and their respective employeesbetter by A.M. Best Company, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior Inc., or shall have such other rating reasonably acceptable to the Distribution DateLender. The SpinCo Group will not be entitled on or following the Distribution Dateform, absent mutual agreement otherwisecontent, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member insurers and reinsurers of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies required under this Agreement and the Deed of the Nuance Group that immediately prior Trust shall be satisfactory to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution Lender in accordance with their terms as if the Distribution had not occurred; provided, however, standards established in this Section 4.7. The Lender acknowledges that the liability and property insurance delivered to Lender on the Closing Date is satisfactory to Lender in no event shall Nuance be required to extend or maintain coverage under claims-made policies accordance with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionstandards established in this Section 4.7.

Maintenance of Insurance. Until The Borrower will, and will cause each Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business; and will furnish to the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried; provided that prior to the Spinoff Date, Nuance shall (i) cause all such insurance may be carried, at the members Borrower’s option, by OPC for the benefit of the SpinCo Group Borrower and the Subsidiaries. During any Borrowing Base Trigger Period (and only during any Borrowing Base Trigger Period), the Secured Parties shall be the additional insureds on any such liability insurance as their respective employeesinterests may appear and, officers if casualty insurance is obtained, the Administrative Agent shall be the additional loss payee under any such casualty insurance; provided that, so long as no Event of Default has occurred and directors is then continuing, the Secured Parties will provide any proceeds of such casualty insurance to continue the Borrower to be covered as the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or repair of the property insured parties under Nuance’s thereby. During any Borrowing Base Trigger Period (and only during any Borrowing Base Trigger Period), all policies of insurance in a manner which is no less favorable than required by the coverage provided for the Nuance Group and (ii) permit the members terms of the SpinCo Group and their respective employees, officers and directors this Agreement or any Security Document shall provide that each insurer shall endeavor to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred give at least 30 days’ prior written notice to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit Administrative Agent of the SpinCo Group, SpinCo shall continue to maintain any cancellation of such insurance coverage through (or at least 10 days’ prior written notice in the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as case of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members cancellation of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policydue to non-payment of premiums). Notwithstanding If any Building (as defined in the foregoingapplicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) constitutes Mortgaged Property, Nuance shalleach applicable Credit Party shall maintain in full force and effect flood insurance for such property, structures and shall cause contents in such amount and for so long as required by the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionFlood Insurance Regulations.

Maintenance of Insurance. (a) Until the Distribution Debt Termination Date, Nuance the Borrower shall cause to be procured and maintained by the applicable Operator or Manager pursuant to the applicable Tax Equity Documents, and provide the Administrative Agent with acceptable evidence (in form and substance reasonably satisfactory to the Administrative Agent (in consultation with the Insurance Consultant) of the existence of, the types and amounts of insurance required to be maintained pursuant to the applicable Tax Equity Documents as such requirements are in effect as of the date hereof, with such [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. changes as the Administrative Agent may reasonably approve in consultation with the Insurance Consultant (including, without limitation, if insurance required as of the date hereof is no longer commercially available) (collectively, the “Insurance Policies”). (b) With respect to all property insurance (including any excess or difference in conditions policies, if applicable) required pursuant to Section 6.13(a): (i) cause The Borrower, the Relevant Parties and each of their members of shall be included as either the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and “named insured” or an additional “named insured”. (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shallBorrower hereby waives, and shall cause the other Relevant Parties and each of their members to waive, any rights of subrogation against the Secured Parties and shall cause any such property Insurance Policies to include or be endorsed to include a waiver of subrogation in favor of the Nuance Group toSecured Parties. (iii) The Secured Parties shall be included as additional “named” insureds on all such Insurance Policies insuring Wholly Owned Opcos. (iv) The Collateral Agent for the benefit of the Secured Parties shall be named as the “sole” loss payee on all such Insurance Policies insuring Wholly Owned Opcos pursuant to a lender loss payable endorsement acceptable to the Collateral Agent. (v) To the extent commercially available, use reasonable best efforts such Insurance Policies shall be endorsed to provide at least thirty (30) days’ prior written notice (or ten (10) days’ prior notice if such cancellation is due to failure to pay premiums) of cancellation to the Administrative Agent. If such endorsement for notice of cancellation shall not be commercially available, the Borrower shall be obligated to provide the required written notice of cancellation to the Administrative Agent. (c) With respect to all liability insurance required pursuant to Section 6.13(a): (i) To the extent commercially available, such Insurance Policies shall be endorsed to provide at least thirty (30) days’ prior written notice (or ten (10) days’ prior notice if such cancellation is due to failure to pay premiums) of cancellation to the Administrative Agent. If such endorsement for notice of cancellation shall not be commercially available, the Borrower shall be obligated to provide the required written notice of cancellation to the Administrative Agent. (ii) Such Insurance Policies shall include the Borrower, the Relevant Parties and each of their members as an additional “named insured”. (iii) Such Insurance Policies shall include an endorsement to the policy naming (or providing via blanket endorsements as required by written contract) the Administrative Agent, and the Lenders, and their respective permitted successors, assigns, members, directors, officers, employees, lenders, investors, representatives and Administrative Agents as additional insureds on a primary and non-contributory basis. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (iv) The Borrower hereby waives, and shall cause the Relevant Parties and each of their members to waive, any rights of subrogation against the Secured Parties and shall cause any such liability Insurance Policies to include or be endorsed to include a similar waiver of subrogation in favor of the Secured Parties. (v) Such Insurance Policies shall include a severability of interest or separation of insureds clause with no material exclusions for cross-liability clause (to the extent commercially available). (d) The Borrower and/or the other Relevant Parties shall be responsible for covering or causing to be covered the costs of all insurance policies premiums and deductibles associated with the Insurance Policies. (e) The Borrower and/or the Relevant Parties shall be obligated to provide written notice of material changes in the Insurance Policies to the Administrative Agent unless such notice is otherwise provided by endorsement of the Nuance Group that immediately prior required Insurance Policies. [***]. (f) Prior to the Distribution Closing Date and once each calendar year thereafter in conjunction with the renewal or replacement of the Insurance Policies, the Borrower and Relevant Parties shall provide detailed evidence of insurance (in a form reasonably acceptable to the Administrative Agent, in consultation with the Insurance Consultant) including certificates of insurance and copies of applicable insurance binders and policies (if requested), as well as a statement from the Borrower and/or its authorized insurance representative confirming that such insurance is in compliance with the terms and conditions of this Section 6.13, is in full force and effect and all premiums then due have been paid or are not in arrears. (g) No provision of this Agreement shall impose on the Administrative Agent or any other Secured Party any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by or on behalf of the Borrower, the Relevant Parties or their members, nor shall the Administrative Agent or any other Secured Party be responsible for any representations or warranties made by or on behalf of the Borrower, the Relevant Parties, their members or any other Person to any insurance agent or broker, insurance company or underwriter. (h) [***]: (i) No later than sixty (60) days after the “Completion Deadline” or the “Second Installment Payment Deadline” (as applicable pursuant to such Tax Equity Limited Liability Company Agreement for the related Opco), the Borrower shall (A) cause a nationally recognized insurance or other applicable expert to perform a probable maximum loss analysis (or analyses) satisfying the standard described above with respect to the members of Projects owned by such Opco and (B) deliver a copy thereof to the SpinCo Group and their respective employees, officers and directors to continue to provide Administrative Agent; (ii) For Tax Equity Funds for which such coverage probable maximum loss analysis required in connection with respect to acts, omissions such “Completion Deadline” or events occurring such “Second Installment Payment Deadline” as applicable has been performed on or prior to the Distribution date [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. hereof, the applicable Insurance Policies listed on Schedule 5.14 as of the date hereof will include coverage satisfying the standard described above; and (iii) For Tax Equity Funds for which such probable maximum loss analysis has not been performed on or prior to the date hereof, after such analysis is delivered pursuant to clause (i) above, the Administrative Agent, the Borrower and each of the applicable Relevant Parties shall review such probable maximum loss analysis (or analyses) and, the Borrower and the applicable Relevant Parties shall make appropriate adjustments (in accordance consultation with, and with their the prior written approval of, the Administrative Agent (in consultation with the Insurance Consultant)) to the types and amounts of insurance they maintain so as to satisfy the standard described above. (i) If at any time the Borrower determines in its reasonable judgment that any insurance (including the limits or deductibles thereof) required to be maintained by this Section 6.13 is not available on commercially reasonable terms due to prevailing conditions in the commercial insurance market at such time, then upon the written request of the Borrower together with a written report of the Borrower’s insurance broker or another independent insurance broker of nationally-recognized standing in the insurance industry (i) certifying that such insurance is not available on commercially reasonable terms (and, in any case where the required maximum coverage is not reasonably available, certifying as if to the Distribution had maximum amount which is so available), (ii) explaining in detail the basis for such broker’s conclusions (including but limited to the cost of obtaining the required coverage(s) as well as the proposed alternative coverage(s)), and (iii) containing such other information as the Administrative Agent (in consultation with the Insurance Consultant) may reasonably request, the Administrative Agent may (after consultation with the Insurance Consultant) temporarily waive such requirement and only to the extent that the Borrower can demonstrate that such temporary waiver will not occurredcause the Borrower or the Relevant Parties to be out of compliance with the applicable Tax Equity Documents or that a similar waiver has been obtained under such Tax Equity Documents; provided, however, that the Administrative Agent, may in no event its reasonable judgment, decline to waive any such insurance requirement(s). At any time after the granting of any temporary waiver pursuant to this Section 6.13 but not more than once in any year, the Administrative Agent may request, and the Borrower shall Nuance be required furnish to extend the Administrative Agent within thirty (30) days after such request, an updated insurance report reasonably acceptable to the Administrative Agent (in consultation with the Insurance Consultant) from the Sponsor’s independent insurance broker. Any waiver granted pursuant to this Section 6.13 shall expire, without further action by any party, immediately upon (A) such waived insurance requirement becoming available on commercially reasonable terms, as reasonably determined by the Administrative Agent, (in consultation with the Insurance Consultant) or maintain coverage under claims-made policies with respect to any claims first made against a member (B) failure of the SpinCo Group or first reported Borrower to the insurer on or after the Distributiondeliver an updated insurance report pursuant to clause (ii) above.

Maintenance of Insurance. Until Borrower shall maintain, or cause to be maintained, the Distribution Datefollowing insurance coverages: (a) Insurance against loss or damage by fire, Nuance vandalism, explosion and from such other hazards as are presently included in standard “All Risks” or “Special Causes of Loss” form endorsements, and an endorsement providing that such insurance shall (i) cause the members not be voided by reason of the SpinCo Group occupancy by any tenant of the Project. The amount of such insurance shall be not less than one hundred percent (100%) of the “full replacement cost” of the improvements on each Site without deduction for depreciation (but excluding the value of roads, foundations and their respective employees, officers similar improvements) and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no event less favorable than the coverage provided for the Nuance Group and (ii) permit the members principal amount of the SpinCo Group Note secured by the First Mortgage on each Site. During any period while buildings and/or tenant improvements on any Site are being constructed or reconstructed, the fire insurance required pursuant to this Section shall be in the form of a builders “all risk” policy on a completed value, non-reporting basis, including collapse and their respective employeestransit coverage, officers with deductibles and directors a soft cost endorsement in amounts reasonably satisfactory to submit claims relating to, Lender and such other endorsements as Lender may reasonably require. A blanket policy of casualty insurance may be provided so long as such policy specifically allocates to each Site the required amount of coverage hereunder and otherwise provides the same protection as would a separate policy insuring only each Site in accordance with this Section. (b) Rent insurance against loss of income arising out of damage or resulting destruction by fire or the perils of “All Risks” or “Special Causes of Loss” form casualty insurance in an amount equal to the actual loss for a period of twelve (12) months. (c) General public liability insurance on an “occurrence” basis against claims for bodily injury or death and property damage occurring upon, in or about the Project in such amounts as Lender may from factstime to time reasonably require, circumstancesbut in no event less than One Million Dollars ($1,000,000.00) per occurrence per Site and Two Million Dollars ($2,000,000.00) per Site in the aggregate and Ten Million Dollars ($10,000,000.00) in excess or umbrella coverage per Site (or such larger amount as may be required by a lease for any Site). (d) Worker’s compensation insurance in an amount equal to Borrower’s full statutory liability and covering all of Borrower’s employees (if any) wherever located and during any period while any improvements are being constructed or reconstructed, events worker’s compensation insurance covering all persons employed in such construction or matters reconstruction, together with employer’s liability insurance in such an amount as Lender may from time to time reasonably require. (e) Flood hazard insurance for any Site located in a special flood hazard area as required by law, up to the lesser of actual replacement cost or the maximum limits of insurance available under the National Flood Insurance Program authorized by the Flood Disaster Protection Act of 1973, as amended, or evidence that occurred flood insurance is not required by law for each Site. (f) If applicable, Broad Form Boiler and Machinery Insurance on all equipment and pressure-fired vehicles or apparatus situate on the Project, and providing for full repair and replacement cost coverage. (g) Such other insurance on the Project, or any replacements or substitutions therefor, or additions thereto, and in such amounts as may from time to time reasonably be required by Lender against other insurable hazards or casualties which at the time are commonly insured against in the case of properties similar in type and use as the Project (including, without limitation, earthquake, windstorm, hurricane and terrorism coverage). All insurance shall be subject to the reasonable approval of Lender as to insurance companies, amounts, contents and form of policies and expiration dates, and shall contain a non-contributory mortgagee clause in favor of and satisfactory to Lender excluding Lender from the operation of any coinsurance clause contained in any such policy and, as to the policies required under subsections (a), (b), (e), (f) and (g) above, naming Lender as first mortgagee and loss payee. The policy required under subsection (c) hereof shall name Lender as an additional insured party. All such policies shall be issued by companies authorized to do business in the State in which the applicable Site is situated and having a Best’s financial rating of A- or better and a size class rating of VII or larger and shall not contain a deductible in excess of $25,000.00 (with the exception of deductibles for damage caused by earthquake, flood, windstorm, hurricane and/or terrorism, which deductibles shall not exceed those carried for similar properties in the general geographic region of the applicable Site, provided such deductibles may nevertheless not exceed more than five percent (5%) of each Site’s Improvements’ replacement costs). Such policies shall provide for the payment of all costs and expenses incurred by Lender in the event of any contested claim; and shall not be canceled or otherwise terminated without at least thirty (30) days’ prior written notice to Lender (or ten (10) days in the case of non-payment). Borrower will deliver certificates evidencing such insurance to Lender prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no date hereof and not less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately five (5) days prior to the Distribution Dateexpiration date of each such policy, Nuance intends will deliver to take Lender certificates evidencing the renewal of each of such action as policies or other evidence reasonably satisfactory to Lender that coverage exists beyond the expiration date of such policies (which evidence may be in the form of a binder evidencing such coverage). Borrower’s failure to comply with the preceding sentence shall entitle Lender to immediately obtain such insurance at Borrower’s expense and it may deem necessary shall constitute an Event of Default for which no further notice or desirable cure period shall apply. Borrower will not permit any condition to remove exist on the members Project which would invalidate the insurance thereon. Borrower shall promptly comply with and conform to all provisions of each insurance policy and all requirements of the SpinCo Group and their respective employeesinsurers thereunder, officers and directors as insured parties under any policy of insurance issued applicable to any member Borrower or the Project, even if such compliance necessitates structural changes or improvements or results in interference with the use or enjoyment of the Nuance Group by any insurance carrier effective immediately prior Project. If Lender acquires title to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made Project pursuant to any Nuance claims-made proceedings under the Loan Documents or a deed in lieu of foreclosure, then all of Borrower’s estate, right, title and interest in and to all such policies on or after (including unearned premiums thereon) and the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or proceeds thereof with respect to the members of the SpinCo Group and their respective employeesProject, officers and directors to continue to provide shall vest in Lender, unless such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionare blanket policies.

Maintenance of Insurance. Until the Distribution DateThe Borrowers will, Nuance shall and will cause each of their Restricted Subsidiaries to (i) cause keep all property necessary in the members business of the SpinCo Group U.S. Parent Borrower and their respective employeesits Restricted Subsidiaries, officers taken as a whole, in good working order and directors condition, except where failure to continue do so would not reasonably be expected to be covered as insured parties under Nuance’s policies of insurance in have a manner which is no less favorable than the coverage provided for the Nuance Group and Material Adverse Effect; (ii) permit use commercially reasonable efforts to maintain with financially sound and reputable insurance companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the members business of the SpinCo Group U.S. Parent Borrower and their respective employeesits Restricted Subsidiaries, officers taken as a whole, in at least such amounts and directors to submit claims relating to, arising out of against at least such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or resulting from facts, circumstances, events or matters that occurred prior a similar business; (iii) furnish to the Distribution Date Administrative Agent, upon written request, information in reasonable detail as to the extent permitted under such policies. With respect insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies currently procured that provide that in the event of any cancellation thereof during the term of the policy, either by SpinCo the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (vi) use commercially reasonable efforts to ensure, that subject to the Intercreditor Agreement, at all times the Collateral Agent for the sole benefit of the SpinCo GroupSecured Parties, SpinCo shall continue be named as an additional insured with respect to maintain such insurance coverage through liability policies maintained by the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance U.S. Parent Borrower and SpinCo acknowledge that, as of immediately prior to each other Loan Party and the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove Collateral Agent for the members benefit of the SpinCo Group and their respective employeesSecured Parties, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty named as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or loss payee with respect to the members of property insurance covering Inventory that constitutes ABL Priority Collateral maintained by the SpinCo Group U.S. Parent Borrower and their respective employees, officers each Loan Party and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms the Intercreditor Agreement as if in effect on the Distribution had not occurreddate hereof; providedprovided that, howeverunless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by the U.S. Parent Borrower and its Subsidiaries and (B) the Collateral Agent agrees that in no event the U.S. Parent Borrower and/or its applicable Subsidiary shall Nuance be required have the sole right to extend adjust or maintain coverage under claims-made policies with respect to settle any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionunder such insurance.

Maintenance of Insurance. Until The Borrower will, and will cause each other Loan Party to, at all times maintain or cause to be maintained insurance covering such risks as are customarily carried, or self-insured (in the Distribution Datecase of health and dental insurance), Nuance by businesses similarly situated, including, without limitation, the following: (a) workmen’s compensation insurance; (b) employer’s liability insurance; (c) comprehensive general public liability and property damage insurance; (d) insurance against losses customarily insured against as a result of damage by fire, lightning, hail, tornado, explosion and other similar risk; and (e) comprehensive automobile liability insurance. All loss payable clauses or provisions in all policies of insurance maintained by the Borrower with respect to all or any portion of the Borrowing Base Properties or any Collateral pursuant to this Section 5.6 shall be endorsed in favor of and made payable to the Global Administrative Agent for the ratable benefit of the Lenders, as their interests may appear. In addition, the Global Administrative Agent on behalf of the Combined Lenders shall be named (i) cause the members as additional insured on all of the SpinCo Group and their respective employeesLoan Parties’ liability insurance policies maintained by the Borrower with respect to all or any portion of the Borrowing Base Properties or any Collateral, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members as loss payee on all of the SpinCo Group Loan Parties’ casualty and their respective employeesproperty insurance policies covering all or any portion of the Borrowing Base Properties or any Collateral. Upon the occurrence and during the continuance of an Event of Default, officers and directors to submit claims relating tothe Global Administrative Agent (A) shall have the right, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole ratable benefit of the SpinCo GroupLenders, SpinCo shall continue to maintain such insurance coverage through collect, and the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior Borrower hereby assigns to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove Global Administrative Agent for the members ratable benefit of the SpinCo Group Lenders, any and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage all monies that may become payable under any such policies of insurance policy. Notwithstanding by reason of damage, loss or destruction of any Collateral for the foregoing, Nuance shallObligations or any part thereof, and shall cause (B) may, at its election, either apply for the other members ratable benefit of the Nuance Group to, use reasonable best efforts to cause Lenders all insurance policies or any part of the Nuance Group that immediately prior sums so collected toward payment of the Obligations, whether or not such Obligations are then due and payable, in such manner as the Global Administrative Agent may elect, or release same to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionapplicable Loan Party.

Maintenance of Insurance. Until the Distribution Date, Nuance shall DAMAGE TO OR DESTRUCTION OF COLLATERAL. ---------------------------------------------------------------- (i) Maintain, and cause the members of other Loan Parties to maintain, at their sole cost and expense, the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance described on Schedule 6.01(d) as in a manner which is no less favorable than effect on the coverage provided for Closing Date (or equivalent replacements thereof), in form and with insurers reasonably acceptable to the Nuance Group and (ii) permit the members Administrative Agent. If any Loan Party at any time or times hereafter shall fail to obtain or maintain any of the SpinCo Group policies of insurance required above or to pay all premiums relating thereto, the Administrative Agent may at any time or times thereafter obtain and their respective employeesmaintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Administrative Agent reasonably deems advisable. The Administrative Agent shall have no obligation to obtain insurance for any Loan Party or pay any premiums therefor. By doing so, officers and directors the Administrative Agent shall not be deemed to submit claims relating to, have waived any Default or Event of Default arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue any Loan Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including reasonable attorneys' fees, court costs and other reasonable charges related thereto, shall be payable on demand by the Borrower to the Administrative Agent and shall be additional Obligations hereunder secured by the Collateral. (ii) The Administrative Agent reserves the right at any time upon any change in any Loan Party's risk profile (including any change in the product mix maintained by any Loan Party or any laws affecting the potential liability of such Loan Party) to require additional forms and limits of insurance to, in the Administrative Agent's reasonable opinion, adequately protect both the Administrative Agent's and the Lenders' interests in all or any portion of the Collateral and to ensure that each Loan Party is protected by insurance in amounts and with coverage through customary for its industry. (iii) In the Distribution Date event that any Collateral is damaged, destroyed or lost and any insurance proceeds are payable as a result of such occurrence and the cost of the repair, restoration or replacement is reasonably expected to exceed $10,000,000 and the Loans are not required to be prepaid pursuant to Section 2.04, then: (A) within 30 days after the date of such damage, destruction or loss, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (1) a written plan for the repair, restoration or replacement of such Collateral, including the estimated cost of such repair, restoration or replacement and time of completion, and (2) such other documents and information relating to such repair, restoration or replacement as the Administrative Agent or the Required Lenders may reasonably request; (B) any related insurance proceeds shall be immediately paid over to and held by the Administrative Agent in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIICash Collateral Account (over which Administrative Agent shall have sole and exclusive control and right of withdrawal), Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed used solely to pay the cost of such repair, restoration or replacement and shall be disbursed in accordance with such terms, conditions and procedures as the Administrative Agent may reasonably require, provided that (1) the Administrative Agent -------- ---- shall have made no obligation to disburse any representation or warranty as to such amounts if an Event of Default has occurred and is continuing, and (2) if the availability amount of any coverage under any such insurance policy. Notwithstanding proceeds received by the foregoingAdministrative Agent exceeds the cost of completing the repair, Nuance shallrestoration or replacement, the excess may be applied by Administrative Agent to the Obligations hereunder in such order and shall cause manner as the other members Administrative Agent may determine or, at the option of the Nuance Group toAdministrative Agent and the Required Lenders, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior may be released to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionBorrower.

Maintenance of Insurance. Until (a) Borrower and the Distribution Date, Nuance ------------------------ other Loan Parties shall (i) cause the members of the SpinCo Group maintain with financially sound and their respective employeesreputable insurance companies insurance on itself and its Other Assets in commercially reasonable amounts, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members maintain Agent as named additional insured in re- spect of the SpinCo Group any such liability insurance required to be maintained hereunder, and their respective employees(iii) furnish to Agent from time to time, officers upon written request, certifi- cxxxx of insurance or certified copies or abstracts of all insurance policies required under this Agreement and directors such other information relating to submit claims relating to, arising out of such insurance as Agent or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. any Co-Lender may reasonably request. (b) With respect to policies currently procured by SpinCo for the sole benefit of Bar Building, Borrower shall require the SpinCo Group, SpinCo shall continue Bar Building Mortgagor to maintain such carry the insurance coverage through required under the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or Bar Building Loan Documents; with respect to each Real Property Asset other than the members of Bar Building, Borrower shall obtain and maintain, or cause to be maintained, insurance providing at least the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurredfollowing coverages; provided, however, that Borrower shall insure or provide gap insurance for such risks and in such amounts as may be necessary to provide the coverage set forth below for the Bar Building: (i) comprehensive all risk insurance on the Real Property Assets, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, in each case (A) in an amount equal to 100% of the "Full Replacement Cost," which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, but the amount shall in no event shall Nuance be required to extend or maintain coverage under claims-made policies less than the outstanding principal balance of the Note; (B) containing an agreed amount endorsement with respect to the improvements owned or leased by Borrower waiving all co-insurance provisions; (C) providing for no deductible in excess of $50,000; and (D) containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any claims first made against a member of the SpinCo Group improvements or the use of the Real Property Asset shall at any time constitute legal non-conforming structures or uses. The Full Replacement Cost shall be redetermined from time to time (but not more frequently than once in any twenty-four (24) calendar months) at the request of Agent by an appraiser or contractor designated and paid by Borrower and approved by Agent, which approval shall not be unreasonably withheld, or by an engineer or appraiser in the regular employ of the insurer. After the first reported appraisal, additional appraisals may be based on construction cost indices customarily employed in the trade. No omission on the part of Agent to request any such ascertainment shall relieve Borrower of any of its obligations under this Section. In addition, Borrower shall obtain (y) flood hazard insurance if any portion of the improvements is currently or at any time in the future located in a federally designated "special flood hazard area", or otherwise required by Agent and (z) earthquake insurance in amounts and in form and substance satisfactory to Agent and the Majority Co-Lenders in the event the Real Property Asset is located in an area with a high degree of seismic activity, or otherwise as required by Agent, provided that the insurance pursuant to clauses (y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this Section 5.03, except that the deductible on such insurance shall not be in excess of five percent (5%) of the appraised value of the Real Property Asset; (ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Real Property Asset, such insurance (A) to be on the so-called "occurrence" form with a combined single limit of not less than $1,000,000; (B) to continue at not less than the aforesaid limit until required to be changed by Agent in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an "if any" basis; (3) independent contractors; and (4) blanket contractual liability for all written and oral contracts; (iii) business income and rent loss insurance (A) covering all risks required to be covered by the insurance provided for in Subsection 5.03(b)(i); (B) containing an extended period of indemnity endorsement which provides that after the physical loss to the insurer improvements and personal property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date of the loss, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (C) in an amount equal to 100% of the projected gross income from the Real Property Asset for a period of twelve (12) months. The amount of such business income insurance shall be determined prior to the date hereof and at least once each year thereafter based on the greatest of: (x) Borrower's reasonable estimate of the gross income from the Real Property Asset; and (y) the estimate of gross income set forth in the annual operating budget delivered pursuant to Section 5.01(a); (iv) at all times during which structural construction, repairs or after alterations are being made with respect to the Distribution.Real Property Asset (A) owner's contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members Each of the SpinCo Group Borrowers and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance other Loan Parties shall, and shall cause each of the Subsidiaries of Borrowers and all other Loan Parties to maintain, with financially sound and reputable insurance companies not Affiliates of any Loan Party, insurance with respect to their respective properties and businesses 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 as are customarily carried under similar circumstances by such other Persons, and in each case with respect to such risks, in such amounts, and with insurers satisfactory Administrative Agent. Each of the Borrowers and the other members Loan Parties shall provide Administrative Agent evidence of the Nuance Group torenewal of such insurance on an annual basis. All property and key person policies shall have a lender's loss payable endorsement showing Administrative Agent, use reasonable best efforts for the ratable benefit of the Lending Parties, as sole loss payee and waive subrogation against the Lending Parties, and all liability policies shall show Administrative Agent, on behalf of the Lending Parties, or have endorsements showing Administrative Agent, on behalf of the Lending Parties, as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to cause give Administrative Agent, on behalf of the Lending Parties, at least thirty days' notice before canceling, amending, or declining to renew its policy and ten days' notice of any non-payment of premiums. At any Lending Party's request, Loan Parties shall deliver certified copies of all of the insurance policies of the Nuance Group that immediately prior each Borrower and its Subsidiaries and evidence of all premium payments. Subject to the Distribution provide coverage to or with respect to Intercreditor Agreement and the members of the SpinCo Group and their respective employeesterms hereof, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage proceeds payable under claims-made policies any policy with respect to any claims first made against a member Revolving Credit Priority Collateral (as such term is defined in the Intercreditor Agreement) shall, at Administrative Agent's option or at the direction of Required Lenders, be payable to Administrative Agent on behalf of the SpinCo Group Lending Parties on account of the Obligations. If any Loan Party fails to obtain insurance as required under this Section 6.07 or first reported to pay any amount or furnish any required proof of payment to third persons and Lenders, Administrative Agent or Lenders may make all or part of such payments or obtain such insurance policies required in this Section 6.07 and take any action under the insurer on policies that Lenders and Administrative Agent deem necessary or after the Distributionprudent.

Maintenance of Insurance. Until (a) Maintain in full force and effect insurance in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice (it being understood that, to the Distribution extent consistent with prudent business practices of Person carrying on a similar business in a similar location as the Consolidated Parties, a program of self-insurance for first or other loss layers may be utilized in an aggregate amount not to exceed $50,000,000). The Administrative Agent shall be named as an additional insured as its interests may appear on behalf of the Lenders under all policies with respect to liability insurance (A) within 30 days following the Closing Date with respect to such policies in effect on the Closing Date and (B) as promptly as practicable following the effectiveness of the applicable policies with respect to policies that become effective after the Closing Date. The Collateral Agent, Nuance for the benefit of the Lenders, shall be named as a co-loss payee under all policies with respect to property insurance covering any Collateral (x) within 30 days following the Closing Date with respect to such policies in effect on the Closing Date and (y) as promptly as practicable following the effectiveness of the applicable policies with respect to policies that become effective after the Closing Date; provided in each case that (without limiting the provisions of Section 2.05): (i) cause so long as no Event of Default under Sections 9.01(a)(i) or (g) hereof shall have occurred and be continuing, any proceeds payable under such property insurance shall be paid directly to the members of Borrower and not the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties Collateral Agent for application permitted under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group this Agreement and (ii) permit the members Collateral Agent shall promptly deliver such documentation as the Borrower or the applicable insurer shall reasonably request to confirm and give effect to the provisions of the SpinCo Group and their respective employeesforegoing clause (i). (b) In the event that the Consolidated Parties receive Net Cash Proceeds in excess of $25,000,000 in aggregate amount during any fiscal year of the Consolidated Parties (“Excess Proceeds”) on account of Involuntary Dispositions, officers and directors the Loan Parties shall apply (or cause to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior be applied) an amount equal to such Excess Proceeds to (i) make Eligible Reinvestments (including but not limited to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit repair or replacement of the SpinCo Grouprelated Property) within the applicable Application Period, SpinCo shall continue to maintain such insurance coverage through or (ii) prepay the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution Tranche B Term Loan in accordance with their the terms as if of Section 2.05(b)(ii)(B). Pending final application of any Excess Proceeds, the Distribution had Loan Parties may apply such Excess Proceeds to temporarily reduce the Revolving Loans or to make Permitted Investments, but shall not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to use such proceeds for any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionother purpose.

Maintenance of Insurance. Until (a) Parent will, and will cause each of its Subsidiaries to, at all times maintain in full force and effect, with insurance companies that Parent believes (in its reasonable business judgment) are financially sound and reputable at the Distribution Datetime the relevant coverage is placed or renewed, Nuance shall insurance in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged in by the Credit Parties; and will furnish to the Administrative Agent for further delivery to the Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried, including (i) cause the members endorsements to (A) all casualty policies of the SpinCo Group Credit Parties naming the Administrative Agent, on behalf of the Secured Parties, as loss payee and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s (B) all property policies of insurance in a manner which is no less favorable than the coverage provided for Credit Parties naming the Nuance Group Administrative Agent, on behalf of the Secured Parties, as additional insured and (ii) permit legends providing that no cancellation, material reduction in amount or material change in insurance coverage thereof shall be effective until at least thirty (30) days after receipt by the members Administrative Agent of written notice thereof. (b) Within thirty (30) days after the Closing Date, the Borrower shall have delivered to the Administrative Agent copies of each insurance policy (or binders in respect thereof). (c) Without limiting the foregoing, Parent will, and will cause each of its Subsidiaries to, (i) maintain, if available, fully paid flood hazard insurance on all owned or leased Real Property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by Flood Insurance Laws or as otherwise reasonably required by the Administrative Agent or any Lender, (ii) furnish to the Administrative Agent evidence of the SpinCo Group renewal (and their respective employees, officers and directors to submit claims relating to, arising out payment of or resulting from facts, circumstances, events or matters that occurred renewal premiums therefor) of all such policies prior to the Distribution Date expiration or lapse thereof and (iii) furnish to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability Administrative Agent prompt written notice of any coverage under redesignation of any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members owned or leased improved Real Property into or out of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionspecial flood hazard area.

Maintenance of Insurance. Until (a) Each Borrower shall, at its expense, keep the Distribution DateCollateral insured against loss or damage by fire, Nuance theft, explosion, fraud, sprinklers and all other hazards and risks, and in such amounts, as are in accordance with normal industry practice. Such Borrower also shall maintain public liability, product liability and property damage insurance relating to such Borrower's ownership and use of the Collateral. (b) Each Borrower shall, at its expense, obtain and maintain (i) cause the members insurance of the SpinCo Group type reasonably necessary to insure the Improvements (as defined in the Mortgages), for the full replacement cost thereof, against any loss by fire, lightning, windstorm, hail, explosion, aircraft, smoke damage, vehicle damage, earthquakes, elevator collision, and their respective employeesother risks from time to time included under "extended coverage" policies, officers in such amounts as the Agent may require, but in any event in amounts sufficient to prevent such Borrower from becoming a co-insurer under such policies, (ii) combined single limit bodily injury and directors property damages insurance against any loss, liability, or damages commonly insured under a commercial general liability policy on, about, or relating to continue each of the Mortgaged Properties, in an amount of not less than $5,000,000; (iii) business interruption insurance covering annual receipts (net of the amount of expenses not payable or accruing during the interruption) for a 12 month period for each of the Mortgaged Properties; and (iv) insurance for such other risks as the Agent may reasonably require. Replacement costs, at the Agent's option, may be redetermined by an insurance appraiser, reasonably satisfactory to be covered as insured parties under Nuance’s the Agent, not more frequently than once every 12 months at the cost of the Borrowers. (c) All such policies of insurance shall be in such form, with such companies, and in such amounts as may be reasonably satisfactory to the Agent. All insurance required herein shall be written by companies which are authorized to do insurance business in each of the states in which any Mortgaged Properties are located. All hazard insurance and such other insurance as the Agent shall specify shall contain a mortgagee endorsement satisfactory to the Agent, showing the Agent as sole loss payee thereof (or, in the case of any such insurance for any Leasehold Property where the related Lease expressly requires that the landlord be named as a loss payee, showing the Agent and such landlord, as their interests may appear, as sole loss payees) and shall contain a waiver of warranties. Every policy of insurance referred to in this Section 6.4 shall contain an agreement by the insurer that it will not cancel such policy except after 30 days prior written notice to the Agent and that any loss payable thereunder shall be payable to the Agent notwithstanding any act or negligence of the Borrowers or the Secured Parties which might, absent such agreement, result in a manner which is no less favorable forfeiture of all or a part of such insurance payment and notwithstanding (i) occupancy or use of the Mortgaged Properties for purposes more hazardous than permitted by the coverage provided for the Nuance Group and terms of such policy, (ii) permit any foreclosure or other action or proceeding taken by the members Secured Parties pursuant to the Collateral Documents upon the occurrence of an Event of Default, or (iii) any change in title or ownership of the SpinCo Group Mortgaged Properties. The Borrowers shall deliver to the Agent copies of such policies of insurance and their respective employees, officers and directors evidence of the payment of all premiums therefor certified as complete by an Authorized Officer. All liability insurance shall contain the Agent as a named insured. (d) Original policies or certificates thereof satisfactory to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred the Agent evidencing such insurance shall be delivered to the Agent at least 30 days prior to the Distribution Date to expiration of the extent permitted under such existing or preceding policies. With respect to policies currently procured The Borrowers shall give the Agent prompt notice of any loss covered by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through and, upon the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIoccurrence and during the continuance of an Event of Default, Nuance and SpinCo acknowledge that, as of immediately prior the Agent shall have the exclusive right to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage adjust all losses payable under any such insurance policypolicies without any liability to the Borrowers whatsoever in respect of such adjustments. Notwithstanding the foregoing, Nuance shall, and Any Loan Party shall cause any monies received by such Loan Party as payment for any loss under any insurance policy, including the other members insurance policies mentioned above, shall be paid over to the Agent, for the ratable benefit of the Nuance Group toLenders, use reasonable best efforts to cause all insurance policies be disbursed (if no Event of the Nuance Group that immediately prior Default has occurred or is continuing) to the Distribution provide coverage to or with respect Borrowers under stage payment terms satisfactory to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior Agent for application to the Distribution cost of repairs, replacements, or restorations or if an Event of Default has occurred and is continuing or such monies otherwise constitute "Asset Sale Proceeds", to be applied by the Agent in accordance with their terms as if Section 2.8(a). All repairs, replacements, or restorations shall be effected with reasonable promptness and shall be of a value at least equal to the Distribution had value of the items or property destroyed prior to such damage or destruction. (e) The Borrowers shall not occurred; provided, however, take out separate insurance concurrent in form or contributing in the event of loss with that in no event shall Nuance be required to extend or maintain coverage be maintained under claims-made policies this Section 6.4, unless the Agent is included thereon as named insured with respect the loss payable to any claims first made against a member the Agent, for the ratable benefit of the SpinCo Group or first reported Lenders, under a mortgagee endorsement 90 100 satisfactory to the Agent, or its local equivalent. The Borrowers immediately shall notify the Agent whenever such separate insurance is taken out, specifying the insurer on thereunder and full particulars as to the policies evidencing the same, and originals or after certificates of such policies immediately shall be provided to the DistributionAgent.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members Each of the SpinCo Group Loan Parties shall and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurance companies not Affiliates of any Loan Party, insurance with respect to their respective employeesproperties and businesses against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, officers of such types and directors in such amounts as are customarily carried under similar circumstances by such other Persons. Without limiting the foregoing, such insurance shall include insurance providing coverages for risks relating to continue the ownership and operation of its real estate (land and improvements), its personal property, and general liability insurance, each in amounts satisfactory to be covered as insured parties under Nuance’s policies Administrative Agent in its reasonable discretion (it being agreed that, subject to changes in the size, nature, insurable risk profile, or scope of the business of the Loan Parties which would reasonably necessitate modifications thereto, the existing amounts of coverage in each of the foregoing areas are satisfactory), and key man life insurance in the amount of $1,000,000 on Parent’s chief executive officer. All property policies shall have a manner which is no less favorable than the coverage provided lender’s loss payable endorsement showing Administrative Agent, for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole ratable benefit of the SpinCo GroupLending Parties, SpinCo as primary loss payee and waive subrogation against the Lending Parties, and all liability policies shall continue show Administrative Agent, on behalf of the Lending Parties, or have endorsements showing Administrative Agent, on behalf of the Lending Parties, as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Administrative Agent, on behalf of the Lending Parties, at least thirty (30) days’ notice before canceling, amending, or declining to renew its policy and ten (10) days’ notice of any non-payment of premiums. The Loan Parties will also cause Parent to maintain Director and Officer Liability Insurance in amounts and on terms acceptable to Administrative Agent, as determined by Administrative Agent from time to time in its reasonable discretion; it being agreed that unless and until hereafter advised to the contrary, the current coverage amounts are acceptable to Administrative Agent. At any Lending Party’s request, Loan Parties shall deliver certified copies of all of the insurance policies of Loan Parties and its Subsidiaries and evidence of all premium payments. Subject to the provisions hereof, proceeds payable under any policy shall, during the existence of an Event of Default, be payable to Administrative Agent for the benefit of the Lending Parties on account of the Obligations. If any Loan Party that is a party hereto fails to obtain insurance as required under this Section 6.07 or to pay any amount or furnish any required proof of payment to third persons and Lenders, Administrative Agent or Lenders may make all or part of such payments or obtain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted policies required in this Article VIII, Nuance Section 6.07 and SpinCo acknowledge that, as of immediately prior to take any action under the Distribution Date, Nuance intends to take such action as it may policies that Lenders and Administrative Agent deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionprudent.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each of its Subsidiaries to, maintain and pay for insurance upon all of its assets and properties, including the Distribution Collateral, wherever located, and all real property owned by it, covering property and casualty, commercial general liability, product liability, professional liability, business interruption, earthquake, flood, boiler, fidelity and such other risks, and in such amounts and with such insurance companies, as shall be reasonably satisfactory to the Administrative Agent (and in any event in such amounts as shall be adequate to cover the Collateral), and will, at the Closing, deliver certificates of such insurance to the Administrative Agent with satisfactory loss payable endorsements naming the Administrative Agent as loss payee, additional insured and mortgagee thereunder, as appropriate. As soon as practicable after the Closing Date, Nuance the Borrower shall deliver to the Administrative Agent certified copies of the original policies of all insurance on the Collateral. (b) Each such policy of insurance shall contain a clause requiring the insurer to give not less than thirty (30) days prior written notice to the Administrative Agent before any cancellation of the policies for any reason whatsoever, and a clause that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of the Borrower or any of its Subsidiaries or the owner of the property nor by the occupation of the premises wherein such property is located for purposes more hazardous than are permitted by such policy. Borrower hereby directs, and will cause each of its Subsidiaries to direct, all insurers under policies of property and casualty insurance on the Collateral to pay all proceeds payable thereunder directly to the Administrative Agent. The Administrative Agent, on behalf of the Lenders, shall hold all such proceeds for the account of the Borrower and Guarantors. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent shall (i) cause if the members of insurance proceeds are $250,000 or less in amount, disburse them directly to the SpinCo Group and their respective employeesBorrower, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit in all other cases, at the members Borrower's request, disburse such proceeds for the purpose of replacing or repairing destroyed or damaged assets, as and when required to be paid and upon presentation of evidence satisfactory to the Administrative Agent of such required payments and such other documents as the Administrative Agent may reasonably request, or shall apply such proceeds in whole or in part as a prepayment of the SpinCo Group Loans, in such order as the Borrower may determine. Upon and their respective employeesduring the continuance of a Default or Event of Default, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under Administrative Agent shall apply such policies. With respect to policies currently procured by SpinCo for the sole benefit proceeds as a prepayment of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date Revolving Credit Loans in a manner no less favorable than currently provided. Except as otherwise expressly permitted accordance with Section 2.5(a); in this Article VIII, Nuance and SpinCo acknowledge that, as furtherance of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shallthe Borrower and Guarantors hereby irrevocably make, constitute and shall cause appoint the other members Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as their true and lawful attorney (and agent-in-fact) for the purpose of the Nuance Group tomaking, use reasonable best efforts to cause all insurance settling and adjusting claims under such policies of insurance, endorsing their name or the Nuance Group that immediately prior to name of any Subsidiary on any check, draft, instrument or other item or payment for the Distribution provide coverage to or proceeds of such policies of insurance and for making all determinations and decisions with respect to the members such policies of insurance. (c) If Borrower or Guarantor fails to obtain and maintain any of the SpinCo Group and their respective employeespolicies of insurance required to be maintained hereunder or to pay any premium in whole or in part, officers and directors to continue to provide such coverage with respect to actsthen the Administrative Agent may, omissions at the Borrower's expense, without waiving or events occurring prior to releasing any obligation or Default by the Distribution in accordance with their terms as if Borrower hereunder, procure the Distribution had same, but shall not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect do so. All sums so disbursed by the Administrative Agent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by the Borrower to any claims first made against a member the Lenders and shall be additional Obligations hereunder, secured by the Collateral. (d) Upon the reasonable request of the SpinCo Group or first reported Administrative Agent from time to time, the Borrower shall deliver to the insurer on or after Administrative Agent evidence that the Distributioninsurance required to be maintained pursuant to this Agreement are in effect.

Maintenance of Insurance. Until the Distribution Date, Nuance shall The Borrower and its Subsidiaries will maintain (iwith insurance companies of recognized financial responsibility) or cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of maintained (including through self-insurance) insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With with respect to policies currently procured by SpinCo their property and business against such liabilities and risks, in such types and amounts and with such deductibles or self-insurance risk retentions, in each case as are in accordance with customary industry practice for companies engaged in similar businesses operating in the sole benefit of same or similar locations as the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in Borrower and its Subsidiaries (taken as a manner no less favorable than currently providedwhole). Except as otherwise expressly permitted agreed by the Administrative Agent, the loss payable clauses or provisions in this Article VIII, Nuance (a) the applicable property loss policies insuring any of the Collateral shall be endorsed in favor of and SpinCo acknowledge that, as of immediately prior made payable to the Distribution DateAdministrative Agent, Nuance intends to take such action as it may deem necessary or desirable to remove for the members benefit of the SpinCo Group and their respective employeesSecured Parties (or, officers and directors as insured parties under any policy of insurance issued to any member if the TLB Credit Agreement is in effect, both the Administrative Agent, for the benefit of the Nuance Group by any insurance carrier effective immediately prior Secured Parties, and the TLB Collateral Agent, for the benefit of the Secured Parties (as defined in the TLB Credit Agreement)) as “lender loss payee(s)” or other formulation acceptable to the Distribution Date. The SpinCo Group will not be entitled on or following Administrative Agent, and (b) each of the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder Borrower’s comprehensive and general liability policies and well control and gradual pollution policies (to the extent such claims are based upon factsin existence) shall name the Administrative Agent, circumstances, events or matters occurring on or after for the Distribution Date benefit of the Secured Parties (or, subject to Section 8.02if the TLB Credit Agreement is in effect, both the Administrative Agent, for the benefit of the Secured Parties, and the TLB Collateral Agent, for the benefit of the Secured Parties (as defined in the TLB Credit Agreement)) as “additional insured(s)” or other formulation acceptable to the extent any claims are made pursuant to any Nuance claims-made Administrative Agent. Except as otherwise agreed by the Administrative Agent, all policies on or after the Distribution Date. No member of insurance described in clauses (a) and (b) of the Nuance Group preceding sentence shall be deemed provide that each insurer shall endeavor to have made give at least thirty (30) days prior written notice to the Administrative Agent of any representation cancellation of such insurance (or warranty ten (10) days in the case of cancellation for non-payment of premiums). Upon the reasonable request of the Administrative Agent from time to time, the Borrower shall deliver to the Administrative Agent information in reasonable detail as to the availability of any coverage under any such Borrower’s and its Subsidiaries’ insurance policy. Notwithstanding then in effect, stating the foregoing, Nuance shall, and shall cause the other members names of the Nuance Group toinsurance companies, use reasonable best efforts the amounts of insurance, the dates of the expiration thereof and the properties and risks covered thereby. In the event the Borrower or any other Loan Party at any time shall fail to cause all obtain or maintain any of the insurance required herein, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of the Nuance Group that immediately prior to the Distribution provide coverage to or insurance and pay premiums and take any other action with respect to thereto which the members Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the SpinCo Group and their respective employeesObligations, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution payable as provided in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionthis Agreement.

Maintenance of Insurance. Until Maintain, and cause each of their ------------------------ Subsidiaries to maintain, or other Persons to maintain for the Distribution DateParent and its Subsidiaries, Nuance shall insurance with responsible and reputable insurance companies or associations (iincluding, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) cause with respect to their properties (including all real properties leased or owned by them) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and, in the members case of Restricted Subsidiaries, in any event in amount, adequacy and scope reasonably satisfactory to the Agent. To the extent such policies name a Loan Party or its Restricted Subsidiaries as a named insured, all policies covering the Collateral are to be made payable to the Agent for the benefit of the SpinCo Group Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and their respective employees, officers are to contain such other provisions as the Agent may require to fully protect the Lenders' interest in the Collateral and directors to continue any payments to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted made under such policies. With respect All certificates of insurance are to be delivered to the Agent and the property policies currently procured by SpinCo for are to be premium prepaid (including through the sole benefit premium finance arrangements referred to in clause (e) of the SpinCo Groupdefinition of "Permitted Indebtedness"), SpinCo with the loss payable and additional insured endorsement on all policies to be made in favor of Agent and such other Persons as the Agent may designate from time to time, and all policies shall continue provide for not less than 30 days' prior written notice to the Agent of the exercise of any right of cancellation. If the Loan Parties or any of their Restricted Subsidiaries fail to maintain such insurance coverage through insurance, the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIAgent may arrange for such insurance, Nuance but at the Borrowers' expense and SpinCo acknowledge thatwithout any responsibility on the Agent's part for obtaining the insurance, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members solvency of the SpinCo Group insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence of an Event of Default, the Agent shall have the sole right, in the name of the Lenders, the Loan Parties and their respective employeesRestricted Subsidiaries, officers and directors as insured parties to file claims under any policy of property insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwisepolicies, to make receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such property insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionpolicies.

Maintenance of Insurance. Until the Distribution Date(a) Maintain, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to any Borrowing Base Asset leased by the members Borrower to a lessee (including, without limitation, leased to Prime Care pursuant to the Prime Care Lease), cause such lessee, to maintain, insurance with financially sound and reputable insurance companies, not Affiliates of the SpinCo Group Borrower, against such risks and their respective employeesin such amounts as is customarily maintained by Persons engaged in, officers owning or operating similar types of properties in the applicable location or as may be required by applicable Laws, and directors the Borrower will from time to continue to provide such coverage with respect to acts, omissions or events occurring prior time deliver to the Distribution Administrative Agent upon its request, or to any Lender upon request through the Administrative Agent, a detailed list, together with copies of certificates of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby. The Borrower will deliver to the Administrative Agent (i) upon request of any Lender through the Administrative Agent from time to time full information as to the insurance carried (ii) within 15 days of receipt of notice from any insurer a copy of any notice of cancellation or material change in coverage from that existing on the date hereof and (iii) promptly upon receipt, notice of any cancellation or nonrenewal of coverage by any Loan Party thereof. (b) In the event that any Loan Party receives net cash proceeds in excess of $5,000,000 in aggregate amount during any fiscal year (“Excess Proceeds”) on account of any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Borrowing Base Assets for which such Loan Party is not required under the applicable lease to apply to rebuild (an “Involuntary Disposition”), such Loan Party shall, promptly (and in no case later than 5 business days) following the date of receipt of such net cash proceeds, apply (or cause to be applied) an amount equal to such Excess Proceeds to prepay the Loans and to the extent the Loans have been paid in full, to Cash Collateralize the L/C Obligations in an amount equal to the then outstanding Letters of Credit in accordance with their the terms as if of Section 2.05(c)(ii). All insurance proceeds shall be subject to the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member security interest of the SpinCo Group or first reported to Administrative Agent (for the insurer on or after benefit of the DistributionLenders) under the Collateral Documents.

Maintenance of Insurance. Until the Distribution DateEach Pledgor will, Nuance shall (i) or will cause the members each of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating its Subsidiaries to, arising out or will require each of or resulting from factsits lessees pursuant to its lease agreements to, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With maintain with financially sound and reputable insurers insurance with respect to policies currently procured by SpinCo for the sole benefit its properties and business against such casualties and contingencies as shall be in accordance with general practices of the SpinCo Group, SpinCo businesses engaged in similar activities in similar geographic areas. Such insurance shall continue to maintain be in such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance minimum amounts that each Pledgor and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group its Subsidiaries will not be entitled on or following the Distribution Datedeemed co-insurers under applicable insurance laws, absent mutual agreement otherwiseregulations and policies and otherwise shall be in such amounts, to make any claims contain such terms, be in such forms and be for insurance thereunder such periods as may be reasonably satisfactory to the extent such claims are based upon factsAgent. In addition, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group each Pledgor shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use its reasonable best efforts to cause all such insurance policies maintained by each Pledgor and its Subsidiaries to be payable to the Agent as loss payee under a “standard” or “New York” loss payee clause for the benefit of the Nuance Group that immediately prior Lenders. Likewise, each Pledgor shall use reasonable efforts to cause all such insurance maintained by its lessees to be payable to each Pledgor as loss payee under a “standard” or “New York” loss payee clause. In the Distribution provide coverage to or with respect to event any Pledgor receives any proceeds from any such insurance maintained by its lessees, such Pledgor shall promptly notify the members Agent of the SpinCo Group same and their respective employees, officers and directors shall cause such proceeds to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution be disbursed in accordance with their terms §10.2 herein. Without limiting the foregoing, each Pledgor will (a) keep all of its physical property (other than Containers, Generators, Refrigeration Units, Chassis and other equipment comprising Collateral which are subject to a lease agreement in which the applicable Pledgor, pursuant to such lease agreement, has required the lessee thereunder to maintain insurance with respect thereto) with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as if the Distribution had not occurred; provided, however, that in no event shall Nuance may be required by law and (c) maintain, in amounts and with deductibles equal to extend those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or maintain coverage under claims-made policies with respect to any claims first made against a member property damage occurring, on, in or about the properties of the SpinCo Group or first reported to the insurer on or after the Distributioneach Pledgor; and business interruption insurance.

Maintenance of Insurance. Until Maintain, and cause each of its ------------------------ Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to their properties (including all real properties leased or owned by them) and business, in such amounts and covering such risks as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Distribution Date, Nuance shall (i) cause Lender. All policies covering the members of the SpinCo Group and their respective employees, officers and directors to continue Collateral are to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior made payable to the Distribution Date Lender, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the extent permitted Lender may require to fully protect the Lender's interest in the Collateral and to any payments to be made under such policies. With respect All certificates of insurance are to be delivered to the Lender and the policies currently procured by SpinCo are to be premium prepaid, with the loss payable and additional insured endorsement in the Lender's favor, and shall provide for not less than 30 days' prior written notice to the sole benefit Lender of the SpinCo Group, SpinCo shall continue exercise of any right of cancellation. If the Borrower or any Subsidiary fails to maintain such insurance, the Lender may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Lender's part for obtaining the insurance, the solvency of the insurance coverage through companies, the Distribution Date adequacy of the coverage, or the collection of claims. Upon the occurrence of an Event of Default, the Lender shall have the sole right, in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIthe name of the Lender and the Borrower and its Subsidiaries, Nuance to file claims under any insurance policies, to receive, receipt and SpinCo acknowledge thatgive acquittance for any payments that may be payable thereunder, as and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of immediately prior any claims under any such insurance policies (subject to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members rights of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior party to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02Intercreditor Agreement, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionset forth therein).

Maintenance of Insurance. Until (a) The Borrowers will, and will cause each of their respective Subsidiaries to, at all times maintain in full force and effect insurance (including worker's compensation insurance, liability insurance, casualty insurance and business interruption insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice, and as required by Applicable Law. (b) In the Distribution Dateevent that the Consolidated Parties receive Net Cash Proceeds in excess of $5,000,000 in aggregate amount during any fiscal year of the Consolidated Parties ("Excess Proceeds") on account of Involuntary Dispositions, Nuance shall the Borrowers shall, within the period of 360 days following the date of receipt of such Excess Proceeds, apply (or cause to be applied) an amount equal to such Excess Proceeds to (i) cause make Eligible Reinvestments (including but not limited to the members repair or replacement of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and related Property) or (ii) permit prepay the members of the SpinCo Group Loans (and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution Cash Collateralize L/C Obligations) in accordance with their the terms as if the Distribution had not occurredof Section 2.05(b)(ii)(B); provided, however, that such Person shall not undertake replacement or restoration of such Property unless, after giving pro forma effect to any Funded Indebtedness to be incurred in no event shall Nuance connection with such replacement or restoration, the Borrowers would be required to extend or maintain coverage under claims-made policies in compliance with the financial covenants set forth in Section 7.11(a)-(d) as of the most recent fiscal quarter end preceding the date of determination with respect to any claims first made against a member which the Agent has received the Audited Financial Statements (assuming, for purposes hereof, that such Funded Indebtedness was incurred as of the SpinCo Group first day of the four (4) fiscal-quarter period ending as of such fiscal quarter end). Pending final application of any Excess Proceeds, the Borrowers may apply such Excess Proceeds to temporarily reduce the Committed Loans or first reported to the insurer on or after the Distributionmake Permitted Investments.

Maintenance of Insurance. Until Except where the Distribution Datefailure to do so could not, Nuance individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Borrower shall (a) use commercially reasonable efforts to maintain or cause to maintain with financially sound and reputable insurance 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 businesses, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, and/or (b) retain risk through a self-insurance mechanism or by agreement with an Affiliate or externally regulated vehicle for funding loss normally provided through insurance coverage carried by companies engaged in the same or similar businesses and owning similar properties. Without limiting the generality of the foregoing, the Borrower and its Restricted Subsidiaries will maintain or cause to be maintained actual cash value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance of property and/or liability shall, within ninety (90) days of the Closing Date (or such later date as may be agreed by the Administrative Agent in its reasonable discretion), (i) cause in the members case of liability insurance policies, name the Administrative Agent, on behalf of the SpinCo Group and their respective employeesSecured Parties, officers and directors to continue to be covered as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to the Administrative Agent, that names the Administrative Agent, on behalf of the SpinCo Group Secured Parties, as the loss payee thereunder for any covered loss and their respective employeesthe Borrower shall use its commercially reasonable efforts to have each such loss payable clause or endorsement, officers and directors to submit claims relating toas the case may be, arising out of provide for at least thirty days’ (or resulting from facts, circumstances, events or matters that occurred prior such lesser period as is reasonably acceptable to the Distribution Date Administrative Agent) prior written notice to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability Administrative Agent of any coverage under modification or cancellation of such policy, except, in each case, where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. If at any such insurance policy. Notwithstanding time the foregoingarea in which any improved Mortgaged Property is located is designated a Special Flood Hazard Area, Nuance shall, and the applicable Loan Party shall cause the other members of the Nuance Group to, use commercially reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionobtain customary flood insurance.

Maintenance of Insurance. Until the Distribution Date, Nuance shall 67 (ia) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Borrower shall, and shall cause each of its Restricted Subsidiaries to, procure and maintain or shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by companies, associations, or organizations reasonably satisfactory to the Administrative Agent, covering such casualties, risks, perils, liabilities and other members hazards reasonably required by the Administrative Agent. In addition, the Borrower shall, and shall cause each of its Restricted 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 Nuance Group toAdministrative Agent, use reasonable best efforts as loss payee in form reasonably satisfactory to cause the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all insurance policies of insurance required. All policies or certificates of insurance shall set forth the Nuance Group that immediately prior to coverage, the Distribution provide coverage to or with respect to limits of liability, the members name of the SpinCo Group carrier, the policy number, and their respective employeesthe period of coverage. In addition, officers and directors to continue to provide such coverage with respect to acts, omissions all policies of insurance required under the terms hereof shall contain an endorsement or events occurring prior to agreement by the Distribution insurer that any loss shall be payable in accordance with their the terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to of such policy notwithstanding any claims first made against a member act of negligence of the SpinCo Group Borrower, or first reported a Restricted Subsidiary or any party holding under the Borrower or a Restricted 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 Restricted Subsidiaries. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Restricted Subsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least 30 days' prior written notice to the insurer on Administrative Agent. In the event that, notwithstanding the "lender's loss payable endorsement" requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or after a Restricted Subsidiary, except as permitted under Section 5.02(c) below, the DistributionBorrower shall deliver such proceeds to the Administrative Agent immediately upon receipt. (c) Prior to the occurrence and continuance of an Event of Default, (i) up to $5,000,000 of the proceeds of any insurance policy shall be paid directly to the Borrower or the applicable Restricted Subsidiary of the Borrower to repair or replace the damaged or destroyed Property covered by such policy; provided that the Borrower or the applicable Restricted Subsidiary shall make such repair or replace such Property within 120 days from the receipt of such proceeds and (ii) the remaining amount of such proceeds and any amount of proceeds that were paid to the Borrower or Restricted Subsidiary as permitted under clause (i) above and not used toward the repair or replacement of such Property within the 120 days required under such clause (i), shall be paid directly to the Administrative Agent and if necessary, assigned to the Administrative Agent to be, at the election of the Administrative Agent, (A) applied in accordance with Section 7.06 of this Agreement, whether or not the Obligations are then due and payable, or (B) returned to the Borrower or the applicable Restricted Subsidiary of the Borrower to repair or replace the damaged or destroyed Property covered by such policy or to invest in other Oil and Gas Properties within the limits set forth in Section 6.06 hereof. (d) After the occurrence and during the continuance of an Event of Default, all proceeds of insurance, including any casualty insurance proceeds, property insurance proceeds, proceeds from actions, and any other proceeds, shall be paid directly to the Administrative Agent and if necessary, assigned to the Administrative Agent, to be applied in accordance with Section 7.06 of this Agreement, whether or not the Obligations are then due and payable. (e) In the event that any insurance proceeds are paid to the Borrower or any of its Restricted Subsidiaries in violation of clause (c) or clause (d), the Borrower or such Restricted Subsidiary shall hold the proceeds in trust for the Administrative Agent, segregate the proceeds from the other funds of the Borrower or such Restricted Subsidiary, and promptly pay the proceeds to the Administrative Agent with any necessary endorsement. Upon the request of the Administrative Agent, each of the Borrower and its Restricted Subsidiaries shall execute and deliver to the Administrative Agent any additional assignments and other documents as may be necessary or desirable to enable the Administrative Agent to directly collect the proceeds as set forth herein.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each Restricted Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution Date, Nuance shall Borrower believes (i) cause in the members good faith judgment of the SpinCo Group management of the Borrower) are financially sound and their respective employeesresponsible at the time the relevant coverage is placed or renewed, officers insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and directors prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business. (b) During any Collateral Requirement Period (and only during any Collateral Requirement Period), the Collateral Trustee, on behalf of the Term Loan Secured Parties, shall be an additional insured on any such liability insurance as its interests may appear and, if property insurance is obtained, the Collateral Trustee shall be an additional loss payee under any such property insurance; provided that, so long as no Event of Default has occurred and is then continuing, the Term Loan Secured Parties will provide any proceeds of such property insurance to continue the Borrower to be covered as the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or repair of the property insured parties under Nuance’s thereby. During any Collateral Requirement Period (and only during any Collateral Requirement Period), the Borrower shall use commercially reasonable efforts to ensure that all policies of insurance in a manner which is no less favorable than required by the coverage provided for the Nuance Group and (ii) permit the members terms of the SpinCo Group and their respective employees, officers and directors this Agreement or any Security Document shall provide that each insurer shall endeavor to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred give at least 30 days’ prior written notice to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit Collateral Trustee of the SpinCo Group, SpinCo shall continue to maintain any cancellation of such insurance coverage through (or at least 10 days’ prior written notice in the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as case of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members cancellation of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members due to non-payment of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionpremiums).

Maintenance of Insurance. Until Maintain or cause to be maintained with insurance companies rated "A-" or better by Best's Insurance Guide and Key Ratings or other insurance companies of recognized responsibility reasonably satisfactory to the Distribution DateLender, Nuance insurance in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which OLAC operates, and in any event the insurance coverages shall (inot be less than the insurance coverages set forth on Schedule 5(i) cause except with the members prior written consent of the SpinCo Group and their respective employeesLender, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following unreasonably withheld. The Cogen Entities shall, upon the Distribution request of the Lender, promptly provide a schedule indicating the policies maintained by each Cogen Entity, coverage limits of liability, effective dates of coverage, insurance carrier names and policy numbers. Within fourteen (14) days after the Funding Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and Cogen Entities shall cause the other members of the Nuance Group to, use reasonable best efforts Lender to cause be named as an "additional insured," and "certificate holder" with respect to all insurance policies of the Nuance Group that immediately Borrowers and the liability insurance of OLAC, and as "lender loss payee" and "mortgagee" on all applicable insurance policies in respect of OLAC and the MCPC Facility, for the account of the Lender. Evidence of payment of premiums for such insurance policies shall be delivered to the Lender at least thirty (30) days prior to the Distribution provide coverage to or with respect expiration thereof and such insurance policies shall be delivered to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurredLender promptly upon its request therefor; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distribution.(q)

Maintenance of Insurance. Until the Distribution Date, Nuance shall (ia) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance Each Borrower shall, and shall cause each of its Subsidiaries to, procure and maintain or shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by companies, associations or organizations reasonably satisfactory to the Administrative Agent covering such casualties, risks, perils, liabilities and other members hazards reasonably required by the Administrative Agent, but excluding business interruption insurance. Without limiting the foregoing, the Borrowers shall at all times maintain wind storm coverage of at least $50,000,000. In addition, each 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 Nuance Group toAdministrative Agent, use reasonable best efforts as loss payee in form reasonably satisfactory to cause the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrowers shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all insurance policies of insurance required. All policies or certificates of insurance shall set forth the Nuance Group that immediately prior to coverage, the Distribution provide coverage to or with respect to limits of liability, the members name of the SpinCo Group carrier, the policy number, and their respective employeesthe period of coverage. In addition, officers and directors to continue to provide such coverage with respect to acts, omissions all policies of insurance required under the terms hereof shall contain an endorsement or events occurring prior to agreement by the Distribution insurer that any loss shall be payable in accordance with their the terms as if the Distribution had not occurred; providedof such policy notwithstanding any act of negligence of any Borrower, however, that or a Subsidiary or any party holding under any Borrower or a Subsidiary which might otherwise result in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member forfeiture of the SpinCo Group insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or first reported deductions against any Borrower and its Subsidiaries. Without limiting the generality of the foregoing provisions, the Administrative Agent will be named as an additional insured and will be provided a waiver of subrogation on each Borrower’s general liability and umbrella policies. All such policies shall contain a provision that notwithstanding any contrary agreements between any Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least 30 days’ prior written notice to the insurer on Administrative Agent unless such is cancelled for non-payment of premium and then the Administrative Agent will be given 10 days notice of cancellation. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to a Borrower or after a Subsidiary of a Borrower, the DistributionBorrowers shall deliver such proceeds to the Administrative Agent immediately upon receipt.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (a) The Issuer and each Restricted Subsidiary will: (i) cause with respect to GeoEye-1, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for aggregate coverage, calculated after giving effect to the members payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the SpinCo Group Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and their respective employeesthe Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, officers in the reasonable and directors good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to continue the first sentence of this clause (i); (ii) with respect to each Satellite to be covered launched by the Issuer or any Restricted Subsidiary after the Issue Date, obtain, maintain and keep in full force and effect at all times launch insurance covering the launch of such Satellite and one year thereafter, for aggregate coverage, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the first sentence of this clause (ii); and (iii) from and after the first anniversary of the launch of any Satellite to be launched by the Issuer or any Restricted Subsidiary after the Issue Date, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for total aggregate coverage of all of the Issuer’s and its Restricted Subsidiaries’ Satellites, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) 110% of the Issuer’s Insurance Test Net Debt outstanding as of the last day of the immediately preceding fiscal quarter and (y) the total combined net book value of all Satellites in orbit as of such date; provided that if the Board of Directors determines in its good faith judgment that, after use by the Issuer of reasonable best efforts, insurance in the amount at least equal to the lesser of (x) and (y) above is not available at reasonable cost and terms, then the Issuer shall obtain and maintain such insurance at such lesser amount as is equal to the highest amount so available at such time in the insurance market without, in the reasonable good faith of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the lesser of (x) and (y) in the preceding sentence; provided, that notwithstanding the foregoing, neither the Issuer nor any Restricted Subsidiary shall be required to maintain In-Orbit Insurance for any Satellite other than those two Satellites that, at any given time, have been most recently launched and are then in orbit (but excluding, in any case, IKONOS or OrbView-2). (b) The insurance policies required by Section 4.15(a) shall (i) contain no exclusions other than such exclusions or limitations of coverage as may be applicable to a substantial portion of Satellites of the same model or relating to systemic failures or anomalies as are then customary in the Satellite insurance market, and (ii) provide coverage for all risks of loss of and damage to the Satellite, including for partial loss (subject to deductibles not to exceed 10%), constructive total loss and total loss. The insurance required by this Section 4.15 shall name the Collateral Trustee on behalf of the Holders as an additional named insured parties under Nuance’s policies and loss payee. (c) Within 30 days following any date on which the Issuer or any Restricted Subsidiary is required to obtain insurance pursuant to this Section 4.15, the Issuer will deliver to the Trustee an insurance certificate certifying the amount of insurance then carried and in a manner which is full force and effect, and an Officers’ Certificate stating that such insurance, together with any other insurance maintained by the Issuer and the applicable Restricted Subsidiary, complies with the requirements of this Indenture. In addition, the Issuer will cause to be delivered to the Trustee no less favorable than once each year an insurance certificate setting forth the coverage provided for amount of insurance then carried, which insurance certificate shall entitle the Nuance Group Trustee on behalf of the Holders to at least 15 days’ notice from the provider of such insurance prior to the cancellation of any such insurance, and an Officers’ Certificate that complies with the first sentence of this paragraph. The Issuer will also deliver to the Trustee (i) notice of any claim under any such insurance policy promptly after any claim is made, and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted once each fiscal quarter an Officers’ Certificate in accordance with the requirements of this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty Indenture certifying as to the availability of any coverage under any such insurance policy. Notwithstanding Issuer’s compliance with this Section 4.15, provided that the foregoing, Nuance shall, and Trustee shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to have no duties or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies obligations whatsoever with respect to any claims first made against such insurance or any such notice. (d) In the event that the Issuer or its Restricted Subsidiaries receive proceeds from any insurance covering any Satellite owned by the Issuer or any of its Restricted Subsidiaries, or in the event that the Issuer or any of its Restricted Subsidiaries receives proceeds from any insurance maintained for it by any Satellite Manufacturer or any launch provider covering any of such Satellites (the event resulting in the payment of such proceeds, a member “Satellite Event of Loss”), all Event of Loss Proceeds in respect of such Satellite Event of Loss shall be applied in the SpinCo Group or first reported to the insurer on or after the Distributionmanner provided for in Section 4.06.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution DateBorrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, Nuance shall insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis; and will furnish to the Administrative Agent, promptly following written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried and (b) with respect to each Mortgaged Property, if at any time the area in which any improvements located on such Mortgaged Property is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Borrower will obtain flood insurance in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, and rules and regulations promulgated thereunder in form and substance reasonably satisfactory to the Collateral Agent or any Lender, (B) furnish to the Collateral Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (C) to the extent the Borrower becomes aware of any re-designation, furnish to the Collateral Agent prompt written notice of any re-designation of any such improved Mortgaged Property into or out of a “special flood hazard area”. The Borrower will use its commercially reasonable efforts to promptly cause each such policy of insurance to (i) cause name the members Collateral Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to continue to be covered Secured Parties as an additional insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group thereunder as its interests may appear and (ii) permit in the members case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to Secured Parties as the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionloss payee thereunder.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) Maintain, and cause each of its Subsidiaries to maintain, insurance (other than earthquake or terrorism insurance) in amounts, from responsible and reputable insurance companies or associations, with limitations, of types and on terms as is customary for the members industry; provided, that, the Parent Borrower and each of its Subsidiaries may self-insure risks and liabilities in accordance with its practice as of the SpinCo Group date hereof and their respective employees, officers may in addition self-insure risks and directors to continue to be covered liabilities in amounts as are customarily self-insured parties under Nuance’s policies of insurance by similarly situated Persons in a manner which is no less favorable than the coverage provided for the Nuance Group and industry. (ii) permit Cause commercial general liability policies to be endorsed to name the members Agent as an additional insured. (iii) Cause All Risk and Business Interruption policies to name the Agent as a lender loss payee and to be endorsed or amended to include (i) a provision that, from and after the Restatement 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 Agent, (ii) no provision of coinsurance applicable to the Loan Parties, the Secured Parties or any other Person and (iii) such other provisions as the Agent may reasonably require from time to time to protect the interests of the SpinCo Group and their respective employeesSecured Parties. (iv) Cause each such policy referred to in this Section 7.01(f) to also provide that it shall not be canceled, officers and directors to submit claims relating to, arising out modified or not renewed (i) by reason of or resulting from facts, circumstances, events or matters that occurred nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Distribution Date Agent (giving the Agent the right to cure (v) Deliver to the Agent a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Agent, including an insurance binder or certificate of insurance) together with evidence reasonably satisfactory to the Agent of either payment of the premium therefor or that such premium is being financed reasonably promptly following each such renewal, replacement or modification. None of the Secured 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 7.01(f). Each Loan Party shall look solely to its insurance companies or any other parties other than the Secured Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Secured 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 under such policiesby law, to waive their right of recovery, if any, against the Secured Parties and their agents and employees. With respect to policies currently procured by SpinCo for the sole benefit The designation of the SpinCo Groupany form, SpinCo shall continue to maintain such type or amount of insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Secured Party under this Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group 7.01(f) shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend deemed a representation, warranty or maintain coverage under claims-made policies with respect to any claims first made against a member advice by such Secured Party that such insurance is adequate for the purposes of the SpinCo Group business of the Loan Parties or first reported to the insurer on or after the Distributionprotection of their properties.

Maintenance of Insurance. Until (a) Maintain insurance upon its inventory, equipment and other personal and real property in such form, written by such companies, in such amounts, for such periods, and against such risks as customarily insured against by Persons engaged in the Distribution Datesame or similar business and as required by applicable Laws and the Collateral Documents, Nuance with provisions for, with respect to Loan Parties, payment of all losses thereunder to the Administrative Agent, the ABL Administrative Agent and such Loan Parties as their interests may appear and subject to the applicable provisions of the Intercreditor Agreement (with lender’s loss payable, mortgagee, and additional insured endorsements, as appropriate, in favor of the Administrative Agent). Any such 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 the occurrence and during the continuation of an Event of Default) obtaining, adjusting, settling and canceling such insurance and indorsing any drafts. Within ten (10)Business Days of the Administrative Agent’s written request, the Borrower shall furnish to the Administrative Agent such information about the insurance of the Loan Parties and the Subsidiaries thereof (including, without limitation, copies of insurance policies of the Loan Parties and the Subsidiaries) as the Administrative Agent may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to the Administrative Agent and certified by a Responsible Officer. (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 Borrower shall, or shall cause each Loan Party to (i) maintain, or cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of maintained, with a financially sound and reputable insurer, flood insurance in a manner which is no less favorable than the coverage provided for the Nuance Group an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to applicable flood insurance Laws and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior deliver to the Distribution Date Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the DistributionAdministrative Agent.

Maintenance of Insurance. Until Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, flood, rent, worker's compensation and business interruption insurance) with respect to the Distribution DateCollateral and its other properties (including all real property leased or owned by it) and business, Nuance shall in such amounts and covering such risks as is (i) cause the members of the SpinCo Group and their respective employeescarried generally in accordance with sound business practice by companies in similar businesses similarly situated, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit required by any Requirement of Law, (iii) required by any Material Contract and (iv) in any event in amount, adequacy and scope reasonably satisfactory to the members Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the SpinCo Group Agents and the Lenders, as their respective employeesinterests may appear, officers in case of loss, under a standard non-contributory "lender" or "secured party" clause and directors are to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior contain such other provisions as the Collateral Agent may reasonably require to fully protect the Distribution Date Lenders' interest in the Collateral and to the extent permitted any payments to be made under such policies. With respect All certificates of insurance are to policies currently procured by SpinCo be delivered to the Collateral Agent, with the loss payable and additional insured endorsement in favor of the Collateral Agent for the sole benefit of the SpinCo GroupAgents and the Lenders, SpinCo as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to time, and shall continue provide for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent of the exercise of any right of cancellation. The rights of the Collateral Agent shall not extend to property and lost rent insurance coverage obtained by the Loan Parties for the benefit of any real property lessor. If any Loan Party or any of its Subsidiaries fails to maintain such insurance coverage through insurance, the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIICollateral Agent may arrange for such insurance, Nuance but at the Borrower's expense and SpinCo acknowledge thatwithout any responsibility on the Collateral Agent's part for obtaining the insurance, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members solvency of the SpinCo Group insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and their respective employeesduring the continuance of an Event of Default, officers the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and directors as insured parties its Subsidiaries, to file claims under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwisepolicies, to make receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionpolicies.

Maintenance of Insurance. Until (a) Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, property insurance and business interruption insurance) with insurers rated A or better by Best Rating Guide, in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are deemed sufficient for the Distribution DateConsolidated Parties by the management of the Borrower and the General Partner in the exercise of reasonable business judgment and acceptable to the Required Lenders. The Control Agent, Nuance for the benefit of the Administrative Agent and the ABL Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled. (b) In the event that the Consolidated Parties receive Net Cash Proceeds on account of any Involuntary Dispositions of Priority Collateral, the Loan Parties shall (i) within the applicable Application Period, apply (or cause to be applied) an amount equal to the members Net Cash Proceeds of such Involuntary Disposition to (A) make Eligible Reinvestments (including but not limited to the repair or replacement of the SpinCo Group and their respective employeesrelated Property), officers and directors to continue to be covered as insured parties under Nuance’s policies or (B) prepay the Credit Facilities in accordance with the terms of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group Section 2.04(b)(iii)(B) and (ii) permit the members pending final application of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability Net Cash Proceeds of any coverage under any Disposition of Priority Collateral to Eligible Reinvestments, deposit such insurance policy. Notwithstanding proceeds (in excess of amounts already applied toward Eligible Reinvestments) in the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurredPP&E Proceeds Account; provided, however, that such Person shall not undertake replacement or restoration of such Property unless (1) after giving effect to any Funded Indebtedness to be incurred in no event shall Nuance be required to extend connection with such replacement or maintain coverage under claims-made policies restoration, on a Pro Forma Basis as of the most recent fiscal quarter end preceding the date of the applicable Involuntary Disposition with respect to any claims first made against which the Administrative Agent has received the Required Financial Information, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.16 (as demonstrated in a member Pro Forma Compliance certificate delivered to the Administrative Agent no less than five Business Days prior to the incurrence of such Indebtedness) and (2) the Borrower shall have demonstrated that it has sufficient liquidity to maintain its business operations, as determined by the Required Lenders. All insurance proceeds shall be subject to the security interest of the SpinCo Group or first reported to Administrative Agent (for the insurer on or after ratable benefit of the DistributionLenders) under the Collateral Documents.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shallMaintain, and shall cause each Restricted Subsidiary to maintain, insurance with financially sound and reputable insurance companies or associations in such amounts and covering such risks as are usually carried by companies engaged in the other members of the Nuance Group tosame or a similar business and similarly situated, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that Borrower may, to the extent permitted by Law, provide for appropriate self-insurance with respect to: (a) worker’s compensation, up to $500,000.00 per occurrence; and (b) and general liability of up to $2,000,000.00 per occurrence and up to $5,000,000.00 aggregate per calendar year, and provided adequate umbrella coverage is maintained for amounts in no event excess of the foregoing self-insurance limits. At the request of Administrative Agent, copies of all policies (or such other proof of compliance with this Section as may be reasonably satisfactory) shall Nuance be required delivered to extend the Administrative Agent and Syndication Parties. All liability policies shall name the Administrative Agent, for the benefit of the Syndication Parties, as additional insured as its interests may appear. All such insurance policies shall be endorsed with a mortgagee’s or maintain coverage under claimsloss payable clause, as appropriate, in favor of the Administrative Agent, for the benefit of the Syndication Parties. All such insurance policies shall contain a provision requiring at least ten (10) days’ notice to the Administrative Agent prior to any cancellation for non-made policies payment of premiums. Borrower shall give the Administrative Agent satisfactory written evidence of premium payment and renewal or substitution of all such policies. Borrower agrees to pay, or cause to be paid, and to cause the Restricted Subsidiaries to pay, as applicable, all premiums on such insurance as they become due, and will not permit, or allow any Restricted Subsidiary to permit, any condition to exist on or with respect to its assets which would wholly or partially invalidate any claims first made against a member insurance thereon. Within ten (10) days after the occurrence of any loss in the SpinCo Group amount of $5,000,000.00 or first reported more, Borrower shall give written notice thereof to the insurer on or after insurance carrier, the DistributionCollateral Agent, and the Administrative Agent. Borrower hereby authorizes and empowers the Administrative Agent upon the occurrence and during the continuation of an Event of Default, at the Administrative Agent’s option and in the Administrative Agent’s sole discretion, to, in so far as affects the Collateral, act as attorney-in-fact for Borrower to make proof of loss, to adjust and compromise any claim under insurance policies, to collect and receive insurance proceeds, and to deduct therefrom the Administrative Agent’s expenses incurred in the collection of such proceeds, and all insurance policies of Borrower shall provide that the Administrative Agent may act as Borrower’s attorney-in-fact for such purposes.

Maintenance of Insurance. Until (a) Maintain in full force and effect insurance (including worker's compensation insurance, liability insurance and property insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice. The Administrative Agent shall be named as lender loss payee or mortgagee, as its interest may appear, and/or additional insured, as applicable, with respect to any such insurance providing coverage in respect of any Collateral (excluding executive risk policies), and each provider of any such insurance shall agree, by endorsement upon the Distribution Datepolicy or policies issued by it or by independent instruments furnished to the Administrative Agent, Nuance that it will give the Administrative Agent thirty (30) days' prior written notice before any such policy or policies shall be altered or canceled. (b) In the event that the Consolidated Parties receive Extraordinary Receipts in excess of $1,000,000 in aggregate amount during any fiscal year of the Consolidated Parties ("Excess Proceeds") on account of Involuntary Dispositions, the Loan Parties shall, within the applicable Application Period, apply (or cause to be applied) an amount equal to such Excess Proceeds to (i) cause make Eligible Reinvestments (including but not limited to the members repair or replacement of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and related Property) or (ii) permit prepay the members of the SpinCo Group Loans (and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution Cash Collateralize L/C Obligations) in accordance with their the terms as if the Distribution had not occurredof Section 2.04(b)(ii)(B); provided, however, that such Person shall not undertake replacement or restoration of such Property unless, after giving pro forma effect to any Funded Indebtedness to be incurred in no event shall Nuance connection with such replacement or restoration, the Loan Parties would be required to extend or maintain coverage under claims-made policies in compliance with the financial covenants set forth in Section 8.11(a)-(c) as of the most recent fiscal quarter end preceding the date of determination with respect to any claims first made against a member which the Administrative Agent has received the Required Financial Information (assuming, for purposes hereof, that such Funded Indebtedness was incurred as of the SpinCo Group or first reported day of the four fiscal-quarter period ending as of such fiscal quarter end). All insurance proceeds shall be subject to the insurer on security interest of the Administrative Agent (for the ratable benefit of the Lenders) under the Collateral Documents. Pending final application of any Excess Proceeds, the Loan Parties may apply such Excess Proceeds to temporarily reduce the Revolving Loans or after the Distributionto make Permitted Investments.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (a) The Issuer and each Restricted Subsidiary will: (i) cause with respect to GeoEye-1, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for aggregate coverage, calculated after giving effect to the members payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the SpinCo Group Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and their respective employeesthe Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, officers in the reasonable and directors good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to continue the first sentence of this clause (i); (ii) with respect to each Satellite to be covered launched by the Issuer or any Restricted Subsidiary after the Issue Date, obtain, maintain and keep in full force and effect at all times launch insurance covering the launch of such Satellite and one year thereafter, for aggregate coverage, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the first sentence of this clause (ii); and (iii) from and after the first anniversary of the launch of any Satellite to be launched by the Issuer or any Restricted Subsidiary after the Issue Date, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for total aggregate coverage of all of the Issuer’s and its Restricted Subsidiaries’ Satellites, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) 110% of the Issuer’s Insurance Test Net Debt outstanding as of the last day of the immediately preceding fiscal quarter and (y) the total combined net book value of all Satellites in orbit as of such date; provided that if the Board of Directors determines in its good faith judgment that, after use by the Issuer of reasonable best efforts, insurance in the amount at least equal to the lesser of (x) and (y) above is not available at reasonable cost and terms, then the Issuer shall obtain and maintain such insurance at such lesser amount as is equal to the highest amount so available at such time in the insurance market without, in the reasonable good faith of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the lesser of (x) and (y) in the preceding sentence; provided, that notwithstanding the foregoing, neither the Issuer nor any Restricted Subsidiary shall be required to maintain In-Orbit Insurance for any Satellite other than those two Satellites that, at any given time, have been most recently launched and are then in orbit (but excluding, in any case, IKONOS or OrbView-2). (b) The insurance policies required by Section 4.15(a) shall (i) contain no exclusions other than such exclusions or limitations of coverage as may be applicable to a substantial portion of Satellites of the same model or relating to systemic failures or anomalies as are then customary in the Satellite insurance market, and (ii) provide coverage for all risks of loss of and damage to the Satellite, including for partial loss (subject to deductibles not to exceed 10%), constructive total loss and total loss. The insurance required by this Section 4.15 shall name the Collateral Trustee on behalf of the Holders as an additional named insured parties under Nuance’s policies and loss payee. (c) Within 30 days following any date on which the Issuer or any Restricted Subsidiary is required to obtain insurance pursuant to this Section 4.15, the Issuer will deliver to the Trustee an insurance certificate certifying the amount of insurance then carried and in a manner which is full force and effect, and an Officers’ Certificate stating that such insurance, together with any other insurance maintained by the Issuer and the applicable Restricted Subsidiary, complies with the requirements of this Indenture. In addition, the Issuer will cause to be delivered to the Trustee [no less favorable than once each year an insurance certificate setting forth the coverage provided for amount of insurance then carried, which insurance certificate shall entitle the Nuance Group Trustee on behalf of the Holders to at least 15 days’ notice from the provider of such insurance prior to the cancellation of any such insurance, and an Officers’ Certificate that complies with the first sentence of this paragraph. The Issuer will also deliver to the Trustee (i) notice of any claim under any such insurance policy promptly after any claim is made, and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted once each fiscal quarter an Officers’ Certificate in accordance with the requirements of this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty Indenture certifying as to the availability of any coverage under any such insurance policy. Notwithstanding Issuer’s compliance with this Section 4.15, provided that the foregoing, Nuance shall, and Trustee shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to have no duties or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies obligations whatsoever with respect to any claims first made against such insurance or any such notice. (d) In the event that the Issuer or its Restricted Subsidiaries receive proceeds from any insurance covering any Satellite owned by the Issuer or any of its Restricted Subsidiaries, or in the event that the Issuer or any of its Restricted Subsidiaries receives proceeds from any insurance maintained for it by any Satellite Manufacturer or any launch provider covering any of such Satellites (the event resulting in the payment of such proceeds, a member “Satellite Event of Loss”), all Event of Loss Proceeds in respect of such Satellite Event of Loss shall be applied in the SpinCo Group or first reported to the insurer on or after the Distributionmanner provided for in Section 4.06.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each Restricted Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Distribution Date, Nuance shall Borrower believes (i) cause in the members good faith judgment of the SpinCo Group management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business; and will furnish to the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. (b) During any Borrowing Base Trigger Period (and only during any Borrowing Base Trigger Period), the Secured Parties shall be the additional insureds on any such liability insurance as their respective employeesinterests may appear and, officers if property insurance is obtained, the Administrative Agent shall be the additional loss payee under any such property insurance; provided that, so long as no Event of Default has occurred and directors is then continuing, the Secured Parties will provide any proceeds of such property insurance to continue the Borrower to be covered as the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or repair of the property insured parties under Nuance’s thereby. During any Borrowing Base Trigger Period (and only during any [CREDIT AGREEMENT] Borrowing Base Trigger Period), the Borrower shall use commercially reasonable efforts to ensure that all policies of insurance in a manner which is no less favorable than required by the coverage provided for the Nuance Group and (ii) permit the members terms of the SpinCo Group and their respective employees, officers and directors this Agreement or any Security Document shall provide that each insurer shall endeavor to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred give at least 30 days’ prior written notice to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit Administrative Agent of the SpinCo Group, SpinCo shall continue to maintain any cancellation of such insurance coverage through (or at least 10 days’ prior written notice in the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as case of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members cancellation of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members due to non-payment of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionpremiums).

Maintenance of Insurance. (a) Until the Distribution Debt Termination Date, Nuance the Borrower shall cause to be procured and maintained by the applicable Operator or Manager pursuant to the applicable Tax Equity Documents, and provide the Administrative Agent with acceptable evidence (in form and substance reasonably satisfactory to the Administrative Agent (in consultation with the Insurance Consultant) of the existence of, the types and amounts of insurance required to be maintained pursuant to the applicable Tax Equity Documents as such requirements are in effect as of the date hereof, with such changes as the Administrative Agent may reasonably approve in consultation with the Insurance Consultant (including, without limitation, if insurance required as of the date hereof is no longer commercially available) (collectively, the “Insurance Policies”). (b) With respect to all property insurance (including any excess or difference in conditions policies, if applicable) required pursuant to Section 6.13(a): (i) cause The Borrower, the Relevant Parties and each of their members of shall be included as either the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and “named insured” or an additional “named insured”. (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shallBorrower hereby waives, and shall cause the other Relevant Parties and each of their members to waive, any rights of subrogation against the Secured Parties and shall cause any such property Insurance Policies to include or be endorsed to include a waiver of subrogation in favor of the Nuance Group toSecured Parties. (iii) The Secured Parties shall be included as additional “named” insureds on all such Insurance Policies insuring Wholly Owned Opcos. (iv) The Collateral Agent for the benefit of the Secured Parties shall be named as the “sole” loss payee on all such Insurance Policies insuring Wholly Owned Opcos pursuant to a lender loss payable endorsement acceptable to the Collateral Agent. (v) To the extent commercially available, use reasonable best efforts such Insurance Policies shall be endorsed to provide at least thirty (30) days’ prior written notice (or ten (10) days’ prior notice if such cancellation is due to failure to pay premiums) of cancellation to the Administrative Agent. If such endorsement for notice of cancellation shall not be commercially available, the Borrower shall be obligated to provide the required written notice of cancellation to the Administrative Agent. (c) With respect to all liability insurance required pursuant to Section 6.13(a): (i) To the extent commercially available, such Insurance Policies shall be endorsed to provide at least thirty (30) days’ prior written notice (or ten (10) days’ prior notice if such cancellation is due to failure to pay premiums) of cancellation to the Administrative Agent. If such endorsement for notice of cancellation shall not be CPAM: 12877541.11 commercially available, the Borrower shall be obligated to provide the required written notice of cancellation to the Administrative Agent. (ii) Such Insurance Policies shall include the Borrower, the Relevant Parties and each of their members as an additional “named insured”. (iii) Such Insurance Policies shall include an endorsement to the policy naming (or providing via blanket endorsements as required by written contract) the Administrative Agent, and the Lenders, and their respective permitted successors, assigns, members, directors, officers, employees, lenders, investors, representatives and Administrative Agents as additional insureds on a primary and non-contributory basis. (iv) The Borrower hereby waives, and shall cause the Relevant Parties and each of their members to waive, any rights of subrogation against the Secured Parties and shall cause any such liability Insurance Policies to include or be endorsed to include a similar waiver of subrogation in favor of the Secured Parties. (v) Such Insurance Policies shall include a severability of interest or separation of insureds clause with no material exclusions for cross-liability clause (to the extent commercially available). (d) The Borrower and/or the other Relevant Parties shall be responsible for covering or causing to be covered the costs of all insurance policies premiums and deductibles associated with the Insurance Policies. (e) The Borrower and/or the Relevant Parties shall be obligated to provide written notice of material changes in the Insurance Policies to the Administrative Agent unless such notice is otherwise provided by endorsement of the Nuance Group that immediately prior required Insurance Policies. [***]. (f) Prior to the Distribution Closing Date and once each calendar year thereafter in conjunction with the renewal or replacement of the Insurance Policies, the Borrower and Relevant Parties shall provide detailed evidence of insurance (in a form reasonably acceptable to the Administrative Agent, in consultation with the Insurance Consultant) including certificates of insurance and copies of applicable insurance binders and policies (if requested), as well as a statement from the Borrower and/or its authorized insurance representative confirming that such insurance is in compliance with the terms and conditions of this Section 6.13, is in full force and effect and all premiums then due have been paid or are not in arrears. (g) No provision of this Agreement shall impose on the Administrative Agent or any other Secured Party any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by or on behalf of the Borrower, the Relevant Parties or their members, nor shall the Administrative Agent or any other Secured Party be responsible for any representations or warranties made by or on behalf of the Borrower, the Relevant Parties, their members or any other Person to any insurance agent or broker, insurance company or underwriter. [***] [***] CPAM: 12877541.11 (i) No later than sixty (60) days after the “Completion Deadline” or the “Second Installment Payment Deadline” (as applicable pursuant to such Tax Equity Limited Liability Company Agreement for the related Opco), the Borrower shall (A) cause a nationally recognized insurance or other applicable expert to perform a probable maximum loss analysis (or analyses) satisfying the standard described above with respect to the members of Projects owned by such Opco and (B) deliver a copy thereof to the SpinCo Group and their respective employees, officers and directors to continue to provide Administrative Agent; (ii) For Tax Equity Funds for which such coverage probable maximum loss analysis required in connection with respect to acts, omissions such “Completion Deadline” or events occurring such “Second Installment Payment Deadline” as applicable has been performed on or prior to the Distribution date hereof, the applicable Insurance Policies listed on Schedule 5.14 as of the date hereof will include coverage satisfying the standard described above; and (iii) For Tax Equity Funds for which such probable maximum loss analysis has not been performed on or prior to the date hereof, after such analysis is delivered pursuant to clause (i) above, the Administrative Agent, the Borrower and each of the applicable Relevant Parties shall review such probable maximum loss analysis (or analyses) and, the Borrower and the applicable Relevant Parties shall make appropriate adjustments (in accordance consultation with, and with their the prior written approval of, the Administrative Agent (in consultation with the Insurance Consultant)) to the types and amounts of insurance they maintain so as to satisfy the standard described above. (i) If at any time the Borrower determines in its reasonable judgment that any insurance (including the limits or deductibles thereof) required to be maintained by this Section 6.13 is not available on commercially reasonable terms due to prevailing conditions in the commercial insurance market at such time, then upon the written request of the Borrower together with a written report of the Borrower’s insurance broker or another independent insurance broker of nationally-recognized standing in the insurance industry (i) certifying that such insurance is not available on commercially reasonable terms (and, in any case where the required maximum coverage is not reasonably available, certifying as if to the Distribution had maximum amount which is so available), (ii) explaining in detail the basis for such broker’s conclusions (including but limited to the cost of obtaining the required coverage(s) as well as the proposed alternative coverage(s)), and (iii) containing such other information as the Administrative Agent (in consultation with the Insurance Consultant) may reasonably request, the Administrative Agent may (after consultation with the Insurance Consultant) temporarily waive such requirement and only to the extent that the Borrower can demonstrate that such temporary waiver will not occurredcause the Borrower or the Relevant Parties to be out of compliance with the applicable Tax Equity Documents or that a similar waiver has been obtained under such Tax Equity Documents; provided, however, that the Administrative Agent, may in no event its reasonable judgment, decline to waive any such insurance requirement(s). At any time after the granting of any temporary waiver pursuant to this Section 6.13 but not more than once in any year, the Administrative Agent may request, and the Borrower shall Nuance be required furnish to extend the Administrative Agent within thirty (30) days after such request, an updated insurance report reasonably acceptable to the Administrative Agent (in consultation with the Insurance Consultant) from the Sponsor’s independent insurance broker. Any waiver granted pursuant to this Section 6.13 shall expire, without CPAM: 12877541.11 further action by any party, immediately upon (A) such waived insurance requirement becoming available on commercially reasonable terms, as reasonably determined by the Administrative Agent, (in consultation with the Insurance Consultant) or maintain coverage under claims-made policies with respect to any claims first made against a member (B) failure of the SpinCo Group or first reported Borrower to the insurer on or after the Distributiondeliver an updated insurance report pursuant to clause (ii) above.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (i) Maintain, and cause the members each of the SpinCo Group its Subsidiaries to maintain, insurance with responsible and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies of reputable insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and companies 120 (ii) permit 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 satisfactory to the members Administrative Agent and the Collateral Agent and to contain such other provisions as the Administrative Agent or the Collateral Agent may reasonably require from time to time to protect their interests; deliver original or certified copies of all such policies to the SpinCo Group Collateral Agent; and their respective employeesdeliver to the Administrative Agent and the Collateral Agent, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date cancellation, modification or nonrenewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the extent permitted under Administrative Agent and the Collateral Agent) together with evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium therefor. (iii) If at any time the area in which the Premises (as defined in the Mortgages) are located is designated (1) a Special Flood Hazard Area by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance, if so requested by any Lender, in such policiestotal amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time reasonably require and otherwise comply with the NFIP as set forth in the Flood Laws (each, a “Flood Insurance Policy”) or (2) a “Zone 1” area, obtain earthquake insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time reasonably require. The Administrative Agent will provide copies of each Flood Hazard Determination, Borrower Notice and all other Evidence of Flood Insurance to the Lenders promptly after its receipt of such documentation. Following the Effective Date, the Borrower shall deliver to the Collateral Agent annual renewals of the Flood Insurance Policy or annual renewals of a force-placed Flood Insurance Policy for each Mortgaged Property if flood insurance for such Mortgaged Property was requested by any Lender. In connection with and as a condition to any amendment to this Agreement (other than an amendment executed in connection with any Advance contemplated to be funded on or before the Fifth Amendment Effective Date) pursuant to which any increase, extension, or renewal of Advances is contemplated, the Administrative Agent shall obtain Flood Hazard Determinations for each of the Mortgaged Properties and Borrower shall cause to be delivered to the Administrative Agent for any Mortgaged Property, a Borrower Notice and Evidence of Flood Insurance, as applicable. (iv) With respect to policies currently procured by SpinCo any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” and coverage on an occurrence basis against claims made for the sole benefit of the SpinCo Grouppersonal injury (including bodily injury, SpinCo shall continue to maintain such death and property damage) and umbrella liability insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIIIagainst any and all claims, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend for a combined single limit of less than that which is customary for companies in the same or maintain coverage under claims-made policies with respect to any claims first made against a member of similar businesses operating in the SpinCo Group same or first reported similar locations, naming the Collateral Agent as an additional insured, on forms satisfactory to the insurer on or after the Distribution.Collateral Agent. 121

Maintenance of Insurance. Until Except if the Distribution Datefailure to do so would not reasonably be expected to have a Material Adverse Effect, Nuance shall maintain in full force and effect, with insurance companies that the Parent Borrower believes (i) cause in the members good faith judgment of the SpinCo Group management of the Parent Borrower) are financially sound and their respective employeesresponsible at the time the relevant coverage is placed or renewed, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is no less favorable than reasonable and prudent in light of the coverage provided size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrowers and the Restricted Subsidiaries. Subject to Section 6.16, the Borrowers shall use commercially reasonable efforts to ensure that at all times the Collateral Agent, for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo GroupSecured Parties, SpinCo shall continue be named as an additional insured with respect to maintain such U.S. general liability policies (which, for the avoidance of doubt, shall not include any directors and officers policies, workers compensation, business interruption policies or cyber policies) maintained by the Borrowers and each Subsidiary Guarantor and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee and mortgagee with respect to the U.S. general property insurance coverage through maintained by the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance Borrowers and SpinCo acknowledge each Subsidiary Guarantor; provided that, as unless an Event of immediately prior Default shall have occurred and be continuing and either the Administrative Agent shall have exercised its rights pursuant to Section 8.02 of this Agreement or is deemed to automatically have exercised its rights pursuant to Section 8.02 of this Agreement, (A) all proceeds from insurance policies shall be paid to the Distribution DateBorrowers or the applicable Subsidiary Guarantor, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, (B) to the extent any Agent receives any proceeds, such Agent shall promptly turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any insurance maintained by the Borrowers and their Subsidiaries, and (C) each Agent agrees that the Borrowers and/or their applicable Subsidiaries shall have the sole right to adjust or settle any claims are made pursuant under such insurance. Notwithstanding anything to any Nuance claimsthe contrary herein, with respect to Non-made policies on or after the Distribution Date. No member U.S. Subsidiaries and Collateral located outside of the Nuance Group United States, the requirements of this Section 6.07 shall be deemed to have made any representation or warranty as to satisfied if the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all Parent Borrower obtains insurance policies that are customary and appropriate for the applicable jurisdiction and for the avoidance of doubt there shall be no obligation to ensure that the Nuance Group that immediately prior Collateral Agent or the Secured Parties are named as an additional insured or named as loss payee, or to the Distribution provide coverage to deliver any certificates or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies endorsements with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distributionsuch policies.

Maintenance of Insurance. Until (a) The Borrower will, and will cause each of its Subsidiaries to, maintain and pay for insurance upon all of its assets and properties, including the Distribution Collateral, wherever located, and all real property owned or leased by it, in such amounts and against such risks as is customarily maintained by similar businesses in similar locations, and will (if not previously delivered), at the Amendment Effective Date, Nuance deliver certificates of such insurance to the Agent with satisfactory loss payable endorsements naming the Agent as an additional loss payee, additional insured and/or mortgagee thereunder, as its interests may appear, as appropriate. Within thirty (30) days after the Amendment Effective Date, the Borrower shall deliver (iif not previously delivered) cause to the members Agent certified copies of the SpinCo Group original policies of all insurance on the Collateral. (b) Each such policy of insurance shall contain a clause requiring the insurer to give not less than thirty (30) days (or ten (10) days for nonpayment) prior written notice to the Agent before any cancellation of the policies for any reason whatsoever. The Borrower hereby directs, and their respective employeeswill cause each of its Subsidiaries to direct, officers all insurers under policies of property and directors casualty insurance on the Collateral to continue pay all proceeds payable thereunder directly to the Agent when such proceeds, on an aggregate basis for any claim or series of related claims, exceed $1,000,000. The Agent, on behalf of the Lenders, shall hold all such proceeds for the account of the Borrower and its Subsidiaries. So long as no Default or Event of Default has occurred and is continuing, the Agent shall immediately deliver to the Borrower any insurance proceeds received by the Agent in the amount of $1,000,000 or less, in the aggregate, for any claim or series of related claims. So long as no Default or Event of Default has occurred and is continuing, the Agent shall, at the Borrower's request, disburse proceeds in excess of $1,000,000 for the purpose of replacing or repairing destroyed or damaged assets, as and when required to be covered paid and upon presentation of evidence satisfactory to the Agent of such repair estimates and other documents as insured parties the Agent may reasonably request, or, if the Borrower has not requested any such disbursement for one hundred twenty (120) consecutive days, shall apply such proceeds in whole or in part as a prepayment of the Loans in accordance with SECTION 2.5(A). If an Event of Default has occurred and is continuing, the Borrower hereby irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as its true and lawful agent (and attorney-in-fact) for the purpose of making, settling and adjusting claims under Nuance’s such policies of insurance, endorsing its name or the name of any Subsidiary on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance in a manner which is no less favorable than the coverage provided and for the Nuance Group making all determinations and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or decisions with respect to such policies of insurance. (c) If the members Borrower or any of its Subsidiaries fails to obtain and maintain any of the SpinCo Group and their respective employeespolicies of insurance required to be maintained hereunder or to pay any premium in whole or in part, officers and directors to continue to provide such coverage with respect to actsthen the Agent may, omissions at the Borrower's expense, without waiving or events occurring prior to releasing any obligation or Default by the Distribution in accordance with their terms as if Borrower hereunder, procure the Distribution had same, but shall not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect do so. All sums so disbursed by the Agent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by the Borrower to any claims first made against a member the Lenders and shall be additional Credit Obligations hereunder, secured by the Collateral. (d) Upon the reasonable request of the SpinCo Group or first reported Agent from time to time, the Borrower shall deliver to the insurer on or after Agent evidence that the Distributioninsurance required to be maintained pursuant to this Agreement is in effect.

Maintenance of Insurance. Until The Borrower also agrees to maintain ------------------------ and pay for (a) business interruption insurance, (b) public liability insurance, and (c) all such other insurance as is customary in the Distribution Datebusiness in which the Borrower is engaged or which the Lender may otherwise require, Nuance and all of such insurance shall (i) cause be in such amount, for such periods, with such companies and in such form as shall be satisfactory to the members of Lender. Borrower shall deliver to the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Nuance’s policies Lender certificates of insurance in a manner which is no less favorable than the coverage provided for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members insurance required to be maintained by Borrower and Guarantor with satisfactory endorsements naming the Lender as additional insured there- under. Each policy of insurance shall contain a clause requiring the insurer to give not less than thirty (30) days prior written notice to the Lender before any cancellation of the SpinCo Group policies for any reason whatso- ever and their respective employeesa clause that the interest of the Lender shall not be impaired or invalidated by any act or neglect of the Borrower, officers the Guarantor, or the owner of the property nor by the occupation of the premises wherein such property is located for purposes more hazardous than are permitted by said policy. The Borrower hereby directs all insurers under such policies of insurance on the Collateral to pay all proceeds payable thereunder directly to the Lender. The Borrower hereby irrevocably makes, constitutes and directors to continue to provide appoints the Lender (and all officers, employees or agents designated by the Lender) as the Borrower's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such coverage policies of insurance, endorsing the name of the Borrower on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all deter- minations and decisions with respect to acts, omissions or events occurring prior to such policies of insurance so long as any of the Distribution in accordance with their terms as if the Distribution had not occurredObligations are outstanding; provided, however, that prior to the occurrence of an Event of Default hereunder, the Lender shall not settle or adjust any insurance claims without the prior written approval of Borrower. If the Borrower or the Guarantor fails to obtain and maintain any of the policies of insurance or to pay any premium in no event whole or in part, then the Lender may, at the Borrower's expense, without waiving or releasing any obligation or default by the Borrower hereunder, procure the same, but shall Nuance not be required to extend or maintain coverage under claims-do so. All sums so disbursed by the Lender, including attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by the Borrower to the Lender and shall be additional Obligations hereunder secured by the Collateral. The Borrower shall deliver to the Lender, promptly as rendered, true copies of all reports made policies with respect in any reporting forms to any claims first made against a member insurance companies. Not less than thirty (30) days prior to the expiration date of the SpinCo Group insurance policies required to be maintained by the Borrower or first reported Guarantor, the Borrower shall deliver to the insurer on Lender one or after more certificates of insurance evidencing renewal of the Distributioninsurance coverage required hereunder plus such other evidence of payment of premiums therefor as the Lender may request.

Maintenance of Insurance. Until the Distribution Date, Nuance shall (a) The Issuer and each Restricted Subsidiary will: (i) cause with respect to GeoEye-1, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for aggregate coverage, calculated after giving effect to the members payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the SpinCo Group Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and their respective employeesthe Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, officers in the reasonable and directors good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to continue the first sentence of this clause (i); (ii) with respect to each Satellite to be covered launched by the Issuer or any Restricted Subsidiary after the Effective Date, obtain, maintain and keep in full force and effect at all times launch insurance covering the launch of such Satellite and one year thereafter, for aggregate coverage, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the insurance market without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the first sentence of this clause (ii); and (iii) from and after the first anniversary of the launch of any Satellite to be launched by the Issuer or any Restricted Subsidiary after the Effective Date, obtain, maintain and keep in full force and effect at all times In-Orbit Insurance for total aggregate coverage of all of the Issuer’s and its Restricted Subsidiaries’ Satellites, calculated after giving effect to the payment of any deductibles, in an amount equal to at least the lesser of (x) 110% of the Issuer’s Insurance Test Net Debt outstanding as insured parties under Nuance’s of the last day of the immediately preceding fiscal quarter and (y) the total combined net book value of all Satellites in orbit as of such date; provided that if the Board of Directors determines in its good faith judgment that, after use by the Issuer of reasonable best efforts, insurance in the amount at least equal to the lesser of (x) and (y) above is not available at reasonable cost and terms, then the Issuer shall obtain and maintain such insurance at such lesser amount as is equal to the highest amount so available at such time in the insurance market without, in the reasonable good faith of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained. At least once in every fiscal year after the Board of Directors shall have made any determination pursuant to the immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and the Board of Directors shall consider the results of such efforts) whether higher amounts of such insurance are so available without, in the reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums when measured against the amount of coverage that can be obtained, and, if so, shall obtain such higher amount, subject in any event to the lesser of (x) and (y) in the preceding sentence. (b) The insurance policies required by Section 4.15(a) shall (i) contain no exclusions other than such exclusions or limitations of coverage as may be applicable to a substantial portion of Satellites of the same model or relating to systemic failures or anomalies as are then customary in the Satellite insurance market, and (ii) provide coverage for all risks of loss of and damage to the Satellite, including for partial loss (subject to deductibles not to exceed 10%), constructive total loss and total loss. The insurance required by this Section 4.15 shall name the Trustee on behalf of the Holders as an additional named insured. (c) Within 30 days following any date on which the Issuer or any Restricted Subsidiary is required to obtain insurance pursuant to this Section 4.15, the Issuer will deliver to the Trustee an insurance certificate certifying the amount of insurance then carried and in a manner which is full force and effect, and an Officers’ Certificate stating that such insurance, together with any other insurance maintained by the Issuer and the applicable Restricted Subsidiary, complies with the requirements of this Indenture. In addition, the Issuer will cause to be delivered to the Trustee no less favorable than once each year an insurance certificate setting forth the coverage provided for amount of insurance then carried, which insurance certificate shall entitle the Nuance Group Trustee on behalf of the Holders to at least 15 days’ notice from the provider of such insurance prior to the cancellation of any such insurance, and an Officers’ Certificate that complies with the first sentence of this paragraph. The Issuer will also deliver to the Trustee (i) notice of any claim under any such insurance policy promptly after any claim is made, and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted once each fiscal quarter an Officers’ Certificate in accordance with the requirements of this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed to have made any representation or warranty Indenture certifying as to the availability of any coverage under any such insurance policy. Notwithstanding Issuer’s compliance with this Section 4.15, provided that the foregoing, Nuance shall, and Trustee shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in have no event shall Nuance be required to extend or maintain coverage under claims-made policies obligation with respect to any claims first made against such insurance or any such notice. (d) In the event that the Issuer or its Restricted Subsidiaries receive proceeds from any insurance covering any Satellite owned by the Issuer or any of its Restricted Subsidiaries, or in the event that the Issuer or any of its Restricted Subsidiaries receives proceeds from any insurance maintained for it by any Satellite Manufacturer or any launch provider covering any of such Satellites (the event resulting in the payment of such proceeds, a member “Satellite Event of Loss”), all Event of Loss Proceeds in respect of such Satellite Event of Loss shall be applied in the SpinCo Group or first reported to the insurer on or after the Distributionmanner provided for in Section 4.06.

Maintenance of Insurance. Until (a) Except if the Distribution Datefailure to do so would not reasonably be expected to have a Material Adverse Effect, Nuance shall maintain in full force and effect, with insurance companies that the Parent believes (i) cause in the members good faith judgment of the SpinCo Group management of the Parent) are financially sound and their respective employeesresponsible at the time the relevant coverage is placed or renewed, officers and directors to continue to be covered as insured parties under Nuance’s policies of insurance in a manner at least such amounts (after giving effect to any self-insurance which the Parent believes (in the good faith judgment of management of the Parent) is no less favorable than reasonable and prudent in light of the coverage provided size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Parent and the Restricted Subsidiaries. Subject to Section 6.16, the Parent shall use commercially reasonable efforts to ensure that at all times that the Collateral Agent, for the Nuance Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo GroupSecured Parties, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Nuance and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Nuance intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Nuance Group by any insurance carrier effective immediately prior to the Distribution Date. The SpinCo Group will not be entitled on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or, subject to Section 8.02, to the extent any claims are made pursuant to any Nuance claims-made policies on or after the Distribution Date. No member of the Nuance Group shall be deemed named as (a) an additional insured with respect to have made any representation or warranty as to liability policies (other than directors and officers policies and workers compensation) maintained by the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Nuance shall, Parent and shall cause the other members of the Nuance Group to, use reasonable best efforts to cause all insurance policies of the Nuance Group that immediately prior to the Distribution provide coverage to or each Subsidiary Guarantor and (b) lender loss payee and mortgagee with respect to the members property insurance maintained by the Parent and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (i) all proceeds from such insurance policies shall be paid to the SpinCo Group Parent or Subsidiary Guarantor, (ii) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Parent any amounts received by it as an additional insured or lender loss payee under any property insurance maintained by the Parent and their respective employeesits Subsidiaries, officers and directors (iii) the Collateral Agent agrees that the Parent and/or its Subsidiaries shall have the sole right to continue adjust or settle any claims under such insurance. (b) Notwithstanding anything in this Agreement or any other Loan Document to provide such coverage the contrary, if at any time the improvements (or portion thereof) on a Mortgaged Property are located in an area identified by the Federal Emergency Management Agency (or any successor agency thereto) as a “special flood hazard area” with respect to actswhich flood insurance has been made available under the Flood Insurance Laws, omissions the Parent or events occurring prior the applicable Loan Party (a) shall obtain and maintain with financially sound and reputable insurance companies not Affiliates of the Parent and reasonably acceptable to the Distribution Administrative Agent, such flood insurance in accordance such reasonable total amount as the Administrative Agent and the Lenders may from time to time reasonably require and otherwise sufficient to comply with their terms as if all applicable rules and regulations promulgated under the Distribution had not occurred; provided, however, that in no event shall Nuance be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member Flood Insurance Laws and (b) promptly upon request of the SpinCo Group Administrative Agent or first reported any Lender, shall deliver to the insurer on Administrative Agent or after such Lender as applicable, evidence of such compliance in form and substance reasonably acceptable to the DistributionAdministrative Agent or such Lender, including, without limitation, evidence of annual renewals of such flood insurance.