Common use of Maintenance of Properties and Insurance Clause in Contracts

Maintenance of Properties and Insurance. (a) The Issuers shall, and shall cause each of the Restricted Subsidiaries to (1) do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers shall, Company and the Guarantors shall cause each all material properties, in the good faith opinion of the Restricted Subsidiaries to (1) do Company, used or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material useful to the conduct of its business; maintain their business and operate such the business of each of their Subsidiaries to be maintained and kept in substantially the manner in which it is presently conducted good condition, repair and operated; comply working order (reasonable wear and tear excepted) and supplied with all applicable Requirements of Law (including any necessary equipment and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided PROVIDED, HOWEVER, that nothing in this Section 4.05 4.6 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer Company or any Guarantor from discontinuing any operation or maintenance of its Subsidiaries any of its qualification as a foreign corporation in such properties, or disposing of any jurisdiction where of them, if such withdrawaldiscontinuance or disposal is (a), individually or in the aggregatejudgment of the Board of Directors of the Company, could not reasonably be expected to result desirable in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any conduct of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties Company and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All not adverse in any material respect to the Holders. The Company and the Guarantors shall provide, or cause to be provided, for themselves and each of their Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Company is adequate and appropriate for the conduct of the business of the Company, the Guarantors and such insurance shall Subsidiaries in a prudent manner, with (iexcept for self-insurance) provide that no cancellation reputable insurers or non-renewal with the government of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent the United States of written notice America or an agency or instrumentality thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance)such amounts, as applicablewith such deductibles, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount methods as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency)customary, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act reasonable, good faith opinion of 1973the Company and adequate and appropriate for the conduct of the business of the Company, as amended from time the Guarantors and such Subsidiaries in a prudent manner for entities similarly situated in the industry, unless the Company determines that failure to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to provide such insurance and (together with all other such supplemental reports with respect thereto as failures) would not have a material adverse effect on the Trustee financial condition or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders results of 25% operations of the aggregate principal amount of the Notes then outstandingCompany, such Guarantors or such Subsidiary. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers shall, and shall cause each of the Restricted Subsidiaries to (1) do The Company and the Guarantors shall cause all material properties used or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material useful to the conduct of its business; maintain their business and operate such the business of each of their Subsidiaries to be maintained and kept in substantially the manner in which it is presently conducted good condition, repair and operated; comply working order (reasonable wear and tear excepted) and supplied with all applicable Requirements of Law (including any necessary equipment and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided provided, however, that nothing in this Section 4.05 4.6 shall prevent the Company or any Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is (ia)(i) sales in the judgment of property, consolidations or mergers made ASAT Holdings desirable in accordance with the provision conduct of this Indenture; the business of ASAT Holdings and its Subsidiaries and (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation not adverse in any jurisdiction where such withdrawalmaterial respect to the Holders or (b) otherwise permitted under Section 4.14 or Article V. (2) ASAT Holdings and its Restricted Subsidiaries shall provide, individually or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the aggregatereasonable, could not reasonably be expected to result in a Material Adverse Effect; or (iii) good faith opinion of the abandonment by Board of Directors of ASAT Holdings is adequate and appropriate for the Issuer or any conduct of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of ASAT Holdings and its Restricted Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurers or with the Issuers against such casualties and contingencies and government of such types and the United States of America, Hong Kong, the Cayman Islands or the People's Republic of China or an agency or instrumentality thereof, in such amounts amounts, with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicabledeductibles, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount methods as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency)customary, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act reasonable, good faith opinion of 1973, as amended from time to time. (e) Deliver to ASAT Holdings and adequate and appropriate for the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% conduct of the aggregate principal amount business of ASAT Holdings and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the Notes then outstanding. (f) No Issuer or Guarantor that is an owner industry of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, ASAT Holdings and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.its

Maintenance of Properties and Insurance. (a) The Issuers shall, and Company shall cause each all material properties owned by or leased by it or any of the its Restricted Subsidiaries to (1) do or cause to be done all things useful and necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain business or the business of any of its Restricted Subsidiaries, taken as a whole, to be maintained and operate such business kept in substantially the manner in which it is presently conducted normal condition, repair and operated; comply with all applicable Requirements of Law working order (including any subject to ordinary wear and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Propertytear) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or shall cause to be made, made all needful and proper repairs, renewals, additionsreplacements and betterments thereof, improvements and replacements thereto necessary all as in order its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided provided, however, that nothing in this Section 4.05 4.19 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer Company or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is in the ordinary course of business or, in the judgment of the Board of Directors of the Company or any Restricted Subsidiary of the Company concerned, or of an officer (or other agent employed by the Company or of any of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in Subsidiaries) of the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer Company or any of its Restricted Subsidiaries having managerial responsibility for any such property, desirable in the conduct of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against Company or any Restricted Subsidiary of the Company, and if such casualties and contingencies and of such types and discontinuance or disposal is not adverse in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as any material respect to the Note Collateral Agent may from time to time reasonably requireHolders; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent nothing in this Section 4.19 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing or disposing of any Issuer shall be required during an Event of Defaultits properties to the extent otherwise permitted by this Indenture. (b) All The Company shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of similar size, including property and casualty loss, workers’ compensation and interruption of business insurance, unless, in the good faith judgment of the Board of Directors of the Company, the failure to provide such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall would not be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (adverse in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver material respect to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policiesHolders. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers shall, and --------------------------------------- Company shall cause each of all material prop erties owned by or leased to it or any Subsidiary or the Restricted Subsidiaries to (1) do Non-Recourse Subsidiary and used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially or the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct business of such business Subsidiary to be main tained and keep such property kept in good repairnormal condition, repair and working order and condition supplied with all necessary equipment and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsre placements, betterments and improvements and replacements thereto thereof, all as in the judgment of the Company may be necessary in order so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided provided, how ever, -------- -------- that nothing in this Section 4.05 5.19 shall prevent (i) sales the Company, any Subsidiary or the Non-Recourse Subsidiary from discontinuing the maintenance of propertyany such properties, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where if such withdrawal, individually or discontinuance is desirable in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any conduct of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of such Subsidiary or the Issuers Non-Recourse Subsidiary. (b) The Company shall provide or cause to be provided, for itself any Subsidiaries and the Non-Recourse Subsidiary, insurance (including appropriate self-insurance) against such casualties loss or damage of the kinds customarily insured against by corporations similarly situated and contingencies and of such types and owning like properties, including but not limited to, public liability insurance, with reputable insurers in such amounts with such deductibles and by such methods as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (customary for corporations similarly situated in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agentindustry. (c) The Issuer Company shall, and shall notify the Trustee cause each Subsidiary and the Note Collateral Agent Non- Recourse Subsidiary to, keep true books of records and accounts in writing immediately whenever any separate insurance concurrent which full and correct entries will be made of all its business transactions, in form or contributing accordance with sound business practices, and reflect in the event of loss its financial statements adequate accruals and appropriations to reserves, all in accordance with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policiesGAAP. (d) With respect to The Company, shall and shall cause each Mortgaged PropertySubsidiary and the Non- Recourse Subsidiary to, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would materially adversely affect the National Flood Insurance Program as set forth in prospects, earnings, properties, assets or condition, financial or otherwise, of the Flood Disaster Protection Act of 1973, as amended from time to time. (e) Deliver to the Trustee Company and the Note Collateral Agent Subsidiaries, taken as a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstandingwhole. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers shall, and Company shall cause each of the all material properties owned by or leased to it or any Restricted Subsidiaries to (1) do Subsidiary and used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain business or the business of any Restricted Subsidiary to be maintained and operate such business kept in substantially the manner in which it is presently conducted normal condition, repair and operated; comply working order (ordinary wear and tear excepted) and supplied with all applicable Requirements of Law (including any necessary equipment and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order the judgment of the Company may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided provided, however, that nothing in this Section 4.05 4.10 shall prevent the Company or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors or of the board of directors of the Restricted Subsidiary concerned, or of an officer (ior other agent employed by the Company or of any Restricted Subsidiary) sales of the Company or such Restricted Subsidiary having managerial responsibility for any such property, consolidations desirable in the reasonable conduct of the business of the Company or mergers made in accordance with any Restricted Subsidiary; provided, however, that the provision of this Indenture; (ii) the withdrawal by the Issuer foregoing shall not prohibit a sale, transfer or conveyance to a Restricted Subsidiary or any of its properties or assets in compliance with the terms of this Indenture. (b) The Company shall maintain, and shall cause the Restricted Subsidiaries to maintain, insurance with carriers believed to be responsible against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or similar size and owning like properties in the aggregatesame general geographic areas in which the Company and its Restricted Subsidiaries operate, including property and casualty loss, and workers' compensation insurance except where the failure to do so could not reasonably be expected to result in have a Material Adverse Effect; material adverse effect on the condition (financial or (iii) the abandonment by the Issuer otherwise), earnings, business affairs or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business prospects of the Issuers against such casualties Company and contingencies and of such types and in such amounts with such deductibles its Restricted Subsidiaries, taken as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Defaulta whole. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers Issuer shall, and shall cause each of the Restricted Subsidiaries to (1) do to, maintain all properties used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and from time to time make, or cause to be made, tear) and make all needful and proper necessary repairs, renewals, replacements, additions, betterments and improvements thereto and replacements thereto necessary in order that the business carried actively conduct and carry on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably requestbusiness; provided, however, that neither nothing in this Section 4.5 shall prevent the Trustee nor the Note Collateral Agent have an obligation Issuer or duty to request such reports, unless requested to do so by the Holders of 25% any of the aggregate principal amount of Restricted Subsidiaries from discontinuing the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial operation and maintenance of any insurance coverage required to be maintained under of its properties, if such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, discontinuance is (i) contest in the applicability or enforceability ordinary course of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 business pursuant to customary business terms or (ii) in the good faith judgment of the respective Boards of Directors or other governing body of the Issuer or Restricted Subsidiary, as the case may be, desirable in the conduct of their respective businesses and is not disadvantageous in any material respect to the Holders. (b) The Issuer shall provide or cause to be provided, for itself and each of the Insurance Policy containing Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the Issuer, are adequate and appropriate for the conduct of the business of the Issuer and its Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America, Canada or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the good faith judgment of the Issuer, for companies similarly situated in the industry. Within 30 days after the date hereof, the Issuer shall furnish to the Collateral Agent policies or certificates of insurance covering the Collateral and other assets of the Issuer. Each policy shall: (i) reflect the Collateral Agent, for its benefit and the benefit of the Holders, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements to such effect; (ii) contain an agreement by the insurer, if available at reasonable cost, not to cancel, amend, materially reduce the amount or materially change the coverage under the policy without giving the Collateral Agent at least thirty (30) days prior written notice of its intention to do so and (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause. The Issuer shall furnish or cause to be furnished to the Collateral Agent from time to time, and in no event less than once per calendar year, a compliance certificate from an independent third-party insurance consultant with experience in the Oil and Gas Business certifying that (i) the insurance with respect to the Collateral is in full force and effect and (ii) that it fully complies with requirements that are customary in the Oil and Gas Business. In the event the Issuer should, for any reason whatsoever, fail to keep the Collateral or any part thereof so insured or fail to furnish to the Collateral Agent such compliance certificate, then the Collateral Agent, if it so elects, may itself have such insurance effected in such amounts and in such companies as it may deem proper and may pay the premiums therefor and the Issuer shall reimburse the Collateral Agent upon demand for the amount of the premiums paid, together with interest thereon until paid at a rate equal to the rate of interest charged on the principal of the Notes plus one percent (1%). The Collateral Agent shall not be responsible for the solvency of any company issuing any insurance policy, whether or not selected or approved by it, or for the collection of any amounts due under any such Insurance Requirement policy, and shall be responsible and accountable only for such money as may be actually received by the Collateral Agent. The Issuer shall promptly notify the Collateral Agent if any portion of the Collateral in excess of $1,500,000 is physically damaged, destroyed or condemned; provided that the foregoing shall not include damages to be replaced by xxxxx or well bores or in Oil and Gas Properties incurred in the ordinary course of business of drilling or producing such properties in an aggregate amount of less than $5,000,000. The Issuer shall promptly further notify the Issuer’s insurance company and submit an appropriate claim and proof of claim to the insurance company if such a new policy complying with casualty or accident occurs. In the provisions event of this Section 4.05any loss under any of such policies, the Collateral Agent shall pay the net proceeds thereof to the Issuer, either wholly or in part, unless an Event of Default has occurred an is continuing, in which event the Collateral Agent may hold the net proceeds as additional Collateral or pay the net proceeds to the Issuer under such conditions as the Collateral Agent may determine to enable the Issuer to repair or restore the Collateral.

Maintenance of Properties and Insurance. (a) The Issuers shall, and Company shall cause each all properties used or useful to the conduct of its business or the business of any of the Restricted Subsidiaries to (1) do or be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be done made all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all timestimes unless the failure to so maintain such properties (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of the Company and the Restricted Subsidiaries taken as a whole; provided PROVIDED, HOWEVER, that nothing in this Section 4.05 5.6 shall prevent the Company or any Restricted Subsidiary from discontinuing the operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is either (i) sales in the ordinary course of propertybusiness, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregategood faith judgment of the Board of Directors of the Company or the Restricted Subsidiary concerned, could not reasonably be expected to result or of the senior officers of the Company or such Restricted Subsidiary, as the case may be, desirable in a Material Adverse Effect; the conduct of the business of the Company or such Restricted Subsidiary, as the case may be, or (iii) the abandonment is otherwise permitted by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Defaultthis Indenture. (b) All The Company shall provide or cause to be provided, for itself and each of the Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Company are adequate and appropriate for the conduct of the business of the Company and the Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America or an agency or instrumentality thereof, in such insurance amounts, with such deductibles, and by such methods as shall be either (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf consistent with past practices of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee Company or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 applicable Restricted Subsidiary or (ii) cause customary, in the Insurance Policy containing any reasonable, good faith opinion of the Company, for corporations similarly situated in the industry, unless the failure to provide such Insurance Requirement to be replaced by insurance (together with all other such failures) would not have a new policy complying with material adverse effect on the provisions financial condition or results of this Section 4.05operations of the Company and the Restricted Subsidiaries, taken as a whole.

Maintenance of Properties and Insurance. (a) The Issuers shall, and Issuer shall cause each all material properties owned by or leased by it or any of the its Restricted Subsidiaries to (1) do used or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material useful to the conduct of its business; maintain business or the business of any of its Restricted Subsidiaries to be maintained and operate such business kept in substantially the manner in which it is presently conducted normal condition, repair and operated; comply working order, normal wear and tear excepted, and supplied with all applicable Requirements of Law (including any reasonably necessary equipment and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or shall cause to be made, made all needful and proper repairs, renewals, additionsreplacements, improvements and replacements thereto necessary betterments thereof, all as in order its judgment may be reasonably necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided provided, however, that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of its qualification as a foreign corporation in any jurisdiction where of such withdrawalproperties, individually or disposing of any of them, if such discontinuance or disposal is, in the aggregatejudgment of the management of the Issuer or any such Restricted Subsidiary, could not reasonably be expected to result necessary or desirable in a Material Adverse Effectthe conduct of the business of the Issuer or any such Restricted Subsidiary; or (iii) the abandonment by provided, further, that nothing in this Section 4.05 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing or disposing of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Defaultextent otherwise permitted by this Indenture. (b) All The Issuer shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of similar size, including property and casualty loss, workers’ compensation and interruption of business insurance, which policies shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note all times have the Notes Collateral Agent of written notice thereofnamed as an additional insured, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance)or mortgagee, as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee cause any property and the Note Collateral Agent in writing immediately whenever any separate casualty insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker policies with respect to the Mortgaged Property to be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable endorsement, which endorsement or policy shall provide that, from and after the Issue Date, if the insurance carrier shall have received written notice from the Trustee of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Issuer and Guarantors under such insurance policies directly to the Issuer and the Trustee; cause all such policies to provide that the Trustee shall not be coinsurer thereunder and contain a “Replacement Cost Endorsement,” or similar endorsement without any deduction for depreciation, and such supplemental reports other provisions as may be customary with respect thereto as companies in the Trustee same or the Note Collateral Agent may from time to time reasonably requestsimilar businesses; provided, however, that neither the Trustee nor the Note Collateral Agent have deliver original or certified copies of all such policies or a certificate of an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice broker to the Trustee, (i) contest ; cause each such policy to provide that it shall not be canceled or not renewed upon less than 30 days’ prior written notice thereof by the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, insurer to the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05Trustee.

Maintenance of Properties and Insurance. (a) The Issuers shallCompany shall maintain its properties in good working order and condition (subject to ordinary wear and tear) and make all reasonably necessary repairs, renewals, replacements, additions and improvements required for it to actively conduct and carry on its business. The Company shall cause each of the Restricted Subsidiaries to (1) do or cause to be done done, at its own cost and expense, all things necessary to obtain, preserve, renew, extend preserve and keep in full force and effect the rightsexistence its Patents, licensesPatent Licenses, permitsCopyrights, privilegesCopyright Licenses, franchises, authorizations, patents, copyrights, trademarks Trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enactedTrademark Licenses, except where the in so far as failure to comply, individually or in the aggregate, do so could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All The Company shall maintain insurance (including appropriate self- insurance) against loss or damage of the kinds that, in the good faith judgment of the Company, are adequate and appropriate for the conduct of the business of the Company and its Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America or an agency or instrumentality thereof, in such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof amounts, with such deductibles, and by such methods as shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereofcustomary, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf good faith judgment of the Trustee and the Holders (Company, for companies similarly situated in the case of liability insuranceindustry (provided that insurance with respect to the OrbView Satellite, any Replacement Satellites shall be governed by clause (c) or loss payee (in the case of property insurancebelow), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) In addition to the foregoing, the Company shall obtain or maintain (as applicable) in full force and effect covering satellite Checkout on-orbit operations (the "Continuing Insurance Policy") with respect to the OrbView Satellite, to be in effect for such period of time as required by the Senior Note and Security Agreement, for total coverage in the amount of the lesser of (x) $50,000,000 and (y) the maximum amount of coverage which the Company may obtain at such time in the insurance market. The Issuer Continuing Insurance Policy shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing be payable in the event that such satellite fails to be checked out because it cannot be, or after checkout it ceases to be, used for commercial revenue producing service (provided that the Continuing Insurance Policy may contain customary provisions for deductible payments and minimum thresholds for satellite failure). Following the termination of loss the Continuing Insurance Policy, the Company shall obtain or maintain (as applicable) in full force and effect on-orbit operations insurance with that respect to the OrbView Satellite, upon such terms as are determined in good faith by the Board of Directors of the Company (evidenced by a resolution approved by a majority of the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) to be in the best interests of the Company. Within 30 days following any date on which the Company is required to be maintained under obtain insurance pursuant to this Section 4.05 is taken out by any Issuer or Guarantor; and promptly clause (c), the Company will deliver to the Trustee an insurance certificate certifying the amount of insurance then carried, and in full force and effect, and an Officers' Certificate stating that such insurance, together with any other insurance maintained by the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged PropertyCompany, complies with this Indenture. In addition, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall Company will cause to be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver delivered to the Trustee and no less than once each year an insurance certificate setting forth the Note Collateral Agent a report amount of a reputable insurance broker with respect to such then carried, which insurance and such supplemental reports with respect thereto as certificate shall entitle the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders (i) notice of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect such insurance policy; and (ii) at least 30 days' notice from the provider of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice such insurance prior to the Trustee, (i) contest the applicability or enforceability cancellation of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying and an Officers' Certificate that complies with the provisions first sentence of this Section 4.05paragraph.

Maintenance of Properties and Insurance. (a) The Issuers shall, and Each Issuer shall cause each of the Restricted Subsidiaries to (1) do all material properties owned by or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct leased by it or any of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code Subsidiaries used or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material useful to the conduct of such Issuer's business or the business of any of its Subsidiaries to be maintained and keep such property kept in good repairnormal condition, repair and working order and condition supplied with all necessary equipment and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided provided, however, that nothing in this Section 4.05 4.23 -------- ------- shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the an Issuer or any of its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of such Issuer or of the Board of Directors of any Subsidiary of such Issuer concerned, or of an officer (or other agent employed by such Issuer or of any of its qualification as a foreign corporation in any jurisdiction where Subsidiaries) of such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries having managerial responsibility for any such property, desirable in the conduct of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and Issuer or any Subsidiary of such types Issuer, and if such discontinuance or disposal is not adverse in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with any material respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of DefaultHolders. (b) All The Issuers shall maintain, and shall cause their respective Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance)provisions, as applicableare customarily carried by similar businesses of similar size, including property and casualty loss, workers' compensation and interruption of business insurance. The Issuers shall provide, and (iii) be reasonably satisfactory in all other respects shall cause their respective Subsidiaries to Note Collateral Agent. (c) The Issuer shall notify provide, an Officers' Certificate as to compliance with the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver foregoing requirements to the Trustee and prior to the Note Collateral Agent a duplicate original copy anniversary or renewal date of each such policy, together with satisfactory evidence of such insurance, which certificate shall expressly state such expiration date for each policy or policieslisted. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers shallEach of the Company, the Issuer and each of their Restricted Subsidiaries shall cause each of the Restricted Subsidiaries all material properties owned by or leased to (1) do it and used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain business to be maintained and operate such business kept in substantially the manner in which it is presently conducted normal condition, repair and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition supplied with all necessary equipment and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto thereof, all as in the judgment of the Company, the Issuer or such Restricted Subsidiary may be necessary in order so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither nothing in this Section shall prevent any of the Trustee nor Company, the Note Collateral Agent have Issuer or any of their Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of the Restricted Subsidiary concerned, or of an obligation officer (or duty to request such reports, unless requested to do so other agent employed by the Holders Company or of 25% any of its Subsidiaries) of the aggregate principal amount Issuer or such Restricted Subsidiary having managerial responsibility for any such property, desirable in the conduct of the Notes then outstandingbusiness of the Company or any of its Restricted Subsidiaries, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (fb) No Each of the Company, the Issuer and the Restricted Subsidiaries shall cause to be provided insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the respective Boards of Directors or other governing body of the Company, the Issuer or Guarantor that is an owner such Restricted Subsidiaries, as the case may be, are adequate and appropriate for the conduct of Mortgaged Property shall take any action that is reasonably likely to be the basis for terminationbusiness of the Company, revocation or denial of any insurance coverage required to be maintained under such the Issuer or Guarantor’s respective Mortgage such Restricted Subsidiaries, as the case may be, with reputable insurers or that could be with the basis for a defense to any claim under any Insurance Policy maintained in respect government of the Mortgaged PropertyUnited States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and each Issuer and Guarantor by such methods as shall otherwise comply be customary, in all material respects with all Insurance Requirements in respect the good faith judgment of the Mortgaged Property; providedrespective Boards of Directors or other governing body of the Company, however, that each the Issuer or Guarantor maysuch Restricted Subsidiary, at its own expense and after written notice to as the Trusteecase may be, (i) contest for companies similarly situated in the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05industry.

Maintenance of Properties and Insurance. (a) The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to (1) do or cause to be done all things necessary to obtainto, maintain, preserve, renewprotect, extend and keep all Collateral and all other property used or useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner good condition (ordinary wear and tear excepted) in which it is presently conducted accordance with prudent industry standards, and operated; comply in material compliance with all applicable Requirements of Law (including any laws, in material conformity with all applicable contracts, servitudes, leases and all zoningagreements, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and will from time to time make, or cause to be made, make all needful and proper repairs, renewals, additions, improvements renewals and replacements thereto necessary needed, in order that the Company’s reasonable business judgment, to enable the business and operations carried on in connection therewith may to be properly promptly and advantageously conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All The Company shall maintain insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the Company, are adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States or an agency or instrumentality thereof, in such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof amounts, with such deductibles, and by such methods as shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereofcustomary, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf good faith judgment of the Trustee and the Holders (Company, for companies similarly situated in the case of liability insurance) or loss payee (industry in which the case of property insurance), as applicable, Company and (iii) be reasonably satisfactory in all other respects to Note Collateral Agentits Restricted Subsidiaries are engaged. (c) The Issuer Subject to the Subordination Agreement, all insurance policies covering Collateral shall notify be endorsed (i) to provide for payment of losses to the Trustee and Collateral Agent, for the Note benefit of Holders, as its interests may appear, (ii) to provide that such policies may not be canceled or reduced or affected in any material manner for any reason without thirty (30) days prior notice to the Xxxxxxxxxx Xxxxx, (xxx) to provide for any other matters specified in any applicable Collateral Agreement or which the Collateral Agent in writing immediately whenever (acting at the direction of Required Holders) may reasonably require, and (iv) to provide for insurance against fire, casualty and any separate insurance concurrent in form or contributing other hazards normally insured against, in the event amount of loss with that required the full value (less a reasonable deductible not to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; exceed amounts customary in the industry for similarly situated businesses and promptly deliver to properties) of the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policiesproperty insured. (d) With respect Subject to the Subordination Agreement, each Mortgaged Propertypolicy for liability insurance shall provide for all losses to be paid on behalf of the Collateral Agent (for the benefit of Holders) and the Company and its Restricted Subsidiaries as their respective interests may appear, and each policy insuring loss or damage to Collateral shall provide for all losses to be paid directly to the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable Collateral Agent, for the benefit of Holders. Each of the Company and its Restricted Subsidiaries will, if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published so requested by the Federal Emergency Management Agency Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance and, as often as the Collateral may reasonably request (or any successor agencyacting at the direction of Required Holders), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance insurance. Each of the Company and such supplemental reports with respect thereto as its Restricted Subsidiaries will also, at the Trustee or request of the Note Collateral Agent may from time (acting at the direction of Required Holders), duly execute and deliver instruments of assignment of such insurance policies and cause the respective insurers to time reasonably request; provided, however, that neither the Trustee nor the Note acknowledge notice of such assignment. The Collateral Agent have an obligation is hereby authorized to enforce payment under all such insurance policies and to compromise and settle any claims thereunder, in its own name or duty to request such reports, unless requested to do so by in the Holders of 25% name of the aggregate Company or any of its Restricted Subsidiaries. (e) Upon the occurrence and during the continuance of an Event of Default, subject to the Subordination Agreement, all insurance payments in respect of such Collateral shall be paid to the Collateral Agent, for the benefit of Holders, for application as a prepayment of the principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect Obligations of the Mortgaged Property, Company and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required Restricted Subsidiaries under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying Indenture in accordance with the provisions of this Section 4.05terms hereof.

Maintenance of Properties and Insurance. (a) The Issuers Issuer shall, and shall cause each of the Restricted Subsidiaries to (1) do to, maintain all properties used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and from time to time make, or cause to be made, tear) and make all needful and proper necessary repairs, renewals, replacements, additions, betterments and improvements thereto and replacements thereto necessary in order that the business carried actively conduct and carry on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably requestbusiness; provided, however, that neither nothing in this Section 4.5 shall prevent the Trustee nor the Note Collateral Agent have an obligation Issuer or duty to request such reports, unless requested to do so by the Holders of 25% any of the aggregate principal amount of Restricted Subsidiaries from discontinuing the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial operation and maintenance of any insurance coverage required to be maintained under of its properties, if such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, discontinuance is (i) contest in the applicability or enforceability ordinary course of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 business pursuant to customary business terms or (ii) in the good faith judgment of the respective Boards of Directors or other governing body of the Issuer or Restricted Subsidiary, as the case may be, desirable in the conduct of their respective businesses and is not disadvantageous in any material respect to the Holders. (b) The Issuer shall provide or cause to be provided, for itself and each of the Insurance Policy containing Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the Issuer, are adequate and appropriate for the conduct of the business of the Issuer and its Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America, Canada or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the good faith judgment of the Issuer, for companies similarly situated in the industry. Within 30 days after the date hereof, the Issuer shall furnish to the Collateral Agent policies or certificates of insurance covering the Collateral and other assets of the Issuer. Each policy shall: (i) reflect the Collateral Agent, for its benefit and the benefit of the Holders, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements to such effect; (ii) contain an agreement by the insurer, if available at reasonable cost, not to cancel, amend, materially reduce the amount or materially change the coverage under the policy without giving the Collateral Agent at least thirty (30) days prior written notice of its intention to do so and (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause. The Issuer shall furnish or cause to be furnished to the Collateral Agent from time to time, and in no event less than once per calendar year, a compliance certificate from an independent third-party insurance consultant with experience in the Oil and Gas Business certifying that (i) the insurance with respect to the Collateral is in full force and effect and (ii) that it fully complies with requirements that are customary in the Oil and Gas Business. In the event the Issuer should, for any reason whatsoever, fail to keep the Collateral or any part thereof so insured or fail to furnish to the Collateral Agent such compliance certificate, then the Collateral Agent, if it so elects, may itself have such insurance effected in such amounts and in such companies as it may deem proper and may pay the premiums therefor and the Issuer shall reimburse the Collateral Agent upon demand for the amount of the premiums paid, together with interest thereon until paid a a rate equal to the rate of interest charged on the principal of the Notes plus one percent (1%). The Collateral Agent shall not be responsible for the solvency of any company issuing any insurance policy, whether or not selected or approved by it, or for the collection of any amounts due under any such Insurance Requirement policy, and shall be responsible and accountable only for such money as may be actually received by the Collateral Agent. The Issuer shall promptly notify the Collateral Agent if any portion of the Collateral in excess of $1,500,000 is physically damaged, destroyed or condemned; provided that the foregoing shall not include damages to be replaced by xxxxx or well bores or in Oil and Gas Properties incurred in the ordinary course of business of drilling or producing such properties in an aggregate amount of less than $5,000,000. The Issuer shall promptly further notify the Issuer’s insurance company and submit an appropriate claim and proof of claim to the insurance company if such a new policy complying with casualty or accident occurs. In the provisions event of this Section 4.05any loss under any of such policies, the Collateral Agent shall pay the net proceeds thereof to the Issuer, either wholly or in part, unless an Event of Default has occurred an is continuing, in which event the Collateral Agent may hold the net proceeds as additional Collateral or pay the net proceeds to the Issuer under such conditions as the Collateral Agent may determine to enable the Issuer to repair or restore the Collateral.

Maintenance of Properties and Insurance. (a) The Issuers Issuer shall, and shall cause each of the Restricted its Subsidiaries to (1) do to, maintain all properties used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and from time to time make, or cause to be made, tear) and make all needful and proper necessary repairs, renewals, replacements, additions, betterments and improvements thereto and replacements thereto necessary in order that the business carried actively conduct and carry on in connection therewith may be properly conducted at all timesits business; provided provided, however, that nothing in this Section 4.05 shall prevent the Issuer or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties, if such discontinuance is (i) sales in the ordinary course of property, consolidations business pursuant to customary business terms or mergers made in accordance with the provision of this Indenture; (ii) in the withdrawal good faith judgment of the Board of Directors of the Issuer, desirable in the conduct of its or its Subsidiaries' businesses and is not disadvantageous in any material respect to the Holders. (b) Each of the Guarantors shall, and shall cause each of its Subsidiaries to, maintain all properties used or useful in the conduct of its business in good working order and condition (subject to ordinary wear and tear) and make all necessary repairs, renewals, replacements, additions, betterments and improvements thereto and actively conduct and carry on its business; provided, however, that nothing in this Section 4.05 shall prevent any such Guarantor or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties, if such discontinuance is (i) in the ordinary course of business pursuant to customary business terms or (ii) in the good faith judgment of the Board of Directors of such Guarantor, desirable in the conduct of its or its Subsidiaries' business and is not disadvantageous in any material respect to the Holders. (c) The Issuer shall provide or cause to be provided, for itself and each of its Subsidiaries insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the Issuer, are adequate and appropriate for the conduct of the business of the Issuer and its Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the good faith judgment of the Issuer, for companies similarly situated in the same industry. The Issuer shall cause the Trustee to be named as a mortgagee and a loss payee on any policies of casualty insurance covering any tangible Collateral pledged by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in under the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policiesSecurity Documents. (d) With respect Each of the Guarantors shall provide or cause to each Mortgaged Propertybe provided for itself and for its Subsidiaries insurance (including appropriate self-insurance) against loss or damage of the kind that, in the Issuers good faith judgment of such Guarantor, are adequate and appropriate for the conduct of the business of such Guarantor and its Subsidiaries in a prudent manner, with reputable insurers or affected Guarantor shall obtain flood insurance with the government of the United States or an agency or instrumentality thereof, in such total amount amounts, with such deductibles, and by such methods as shall be commercially reasonable if at any time customary, in the area good faith judgment of such Guarantor, for companies similarly situated in which any improvements are located the same industry. Such Guarantor shall cause the Trustee to be named as a mortgagee and a loss payee on any Mortgaged Property is designated a “flood hazard area” in policies of casualty insurance covering any Flood Insurance Rate Map published tangible Collateral pledged by such Guarantor under 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, as amended from time to timeSecurity Documents. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers shall, and shall cause each of the Restricted Subsidiaries to (1) do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably requirerequire (such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Trustee and the Collateral Agent) (it being understood that such forms and amounts deemed reasonably satisfactory by a representative under a Credit Facility shall be deemed reasonably satisfactory to the Trustee and the Collateral Agent); provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the applicable Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed) (it being understood that any adjustment agreed to by the representative under a Credit Facility shall be deemed to be binding on the Collateral Agent); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by Collateral Agent, include a breach of warranty clause (it being understood that the reasonable determination of a representative under a Credit Facility regarding such inclusion or exclusion of a breach of warranty clause shall be deemed binding on the Collateral Agent) and (iiiiv) be reasonably satisfactory in all other respects to Note Collateral Agent (it being understood that insurance deemed reasonably satisfactory by a representative under a Credit Facility shall be deemed to be reasonably satisfactory to the Collateral Agent). The Issuer shall provide Collateral Agent with 30 days’ prior written notice of any material reduction in amount or material change in coverage. (c) The Issuer Issuers shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or GuarantorIssuer; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as the Trustee may from time to time reasonably require (it being understood that the total amount of flood insurance reasonably required by the representative under a Credit Facility shall be commercially reasonable deemed satisfactory to the Collateral Agent), if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, Premises and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged PropertyPremises; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05.

Maintenance of Properties and Insurance. (a) The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, maintain its Properties in good working order and condition (subject to (1ordinary wear and tear) do or cause to be done and make all things necessary to obtainrepairs, preserverenewals, renewreplacements, extend additions, betterments and keep in full force improvements thereto and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks actively conduct and trade names material to the conduct of carry on its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where unless the failure to complydo so, individually or in each case, would not be, in the aggregate, could not reasonably be expected likely to result in have a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where adverse effect on the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repairfinancial condition of the Company and its Restricted Subsidiaries, working order and condition and from time to time maketaken as a whole; PROVIDED, or cause to be madeHOWEVER, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer Company or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries Properties if such discontinuance is, in the ordinary course of any rightsbusiness or, franchises, licenses, trademarks, trade names, copyrights in the good faith judgment of the Board of Directors or patents that such person reasonably determines are not useful to its business other governing body of the Company or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateralthe Restricted Subsidiary concerned, as reflected the case may be, desirable in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent the conduct of its businesses and against such risks as is reflected not disadvantageous in Schedule 4.05, including insurance with any material respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of DefaultHolders. (b) All such The Company shall maintain insurance shall (iincluding appropriate self-insurance) provide that no cancellation against loss or non-renewal damage of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent the kinds that, in the good faith judgment of written notice the Company, are adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America or an agency or instrumentality thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance)such amounts, as applicablewith such deductibles, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount methods as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (consistent with past practice or any successor agency)customary, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% good faith judgment of the aggregate principal amount of Company, for companies similarly situated in the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take industry, except for any action that is omissions thereof which would not be, in the aggregate, reasonably likely to be have a material adverse effect on the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect business and financial condition of the Mortgaged PropertyCompany and its Restricted Subsidiaries, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute taken as a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05whole.

Maintenance of Properties and Insurance. (a1) The Issuers shall, and Company shall cause each all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be maintained and kept in normal condition, repair and working order (1reasonable wear and tear excepted) do or and shall cause to be done made all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order its judgment may be necessary, so that the business carried car- ried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither nothing in this Section 4.07(1) shall prevent -------- ------- the Trustee nor Company or any of the Note Collateral Agent have Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an obligation officer (or duty to request such reports, unless requested to do so other agent employed by the Holders Company or of 25% any of the aggregate principal amount Restricted Subsidiaries) of the Notes then outstandingCompany or any of its Restricted Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (f2) No Issuer or Guarantor that is an owner of Mortgaged Property The Company shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Propertymaintain, and each Issuer shall cause the Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and Guarantor shall otherwise comply in all material respects such amounts, and with all Insurance Requirements in respect such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of the Mortgaged Propertysimilar size, including property and casualty loss, workers' compensation and interruption of business insurance; provided, however, that each Issuer nothing in this -------- ------- Section 4.07(2) shall prevent the Company or Guarantor mayany of the Restricted Subsidiaries from discontinuing any insurance, at or modifying any such deductibles, retentions, self-insured amounts or co-insurance provisions, if such discontinuance or modification is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the Restricted Subsidiaries) of the Company or any of its own expense Restricted Subsidiaries having managerial responsibility for any such insurance, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and after written notice if such discontinuance or modification is not adverse in any material respect to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05Holders.

Maintenance of Properties and Insurance. (a) The Issuers shall, Company and each of its Restricted Subsidiaries shall cause each of the Restricted Subsidiaries all material properties owned by or leased to (1) do it and used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain business to be maintained and operate such business kept in substantially the manner in which it is presently conducted normal condition, repair and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition supplied with all necessary equipment and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto thereof, all as in the judgment of the Company or such Restricted Subsidiary, may be necessary in order so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither nothing in this Section shall prevent the Trustee nor Company or any of its Restricted Subsidiaries from discontinuing the Note Collateral Agent have use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of the Restricted Subsidiary concerned, or of an obligation officer (or duty to request such reports, unless requested to do so other agent employed by the Holders Company or of 25% any of its Restricted Subsidiaries) of the aggregate principal amount Company or such Restricted Subsidiary having managerial responsibility for any such property, desirable in the conduct of the Notes then outstandingbusiness of the Company or any of its Restricted Subsidiaries, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (fb) No Issuer or Guarantor that is an owner of Mortgaged Property The Company and the Restricted Subsidiaries shall take any action that is reasonably likely cause to be the basis for termination, revocation provided insurance (including appropriate self-insurance) against loss or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect damage of the Mortgaged Propertykinds that, in the good faith judgment of the respective Boards of Directors or other governing body of the Company or such Restricted Subsidiaries, as the case may be, are adequate and appropriate for the conduct of the business of the Company or such Restricted Subsidiaries, as the case may be, with reputable insurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and each Issuer and Guarantor by such methods as shall otherwise comply be customary, in all material respects with all Insurance Requirements in respect the good faith judgment of the Mortgaged Property; providedrespective Boards of Directors or other governing body of the Company or such Restricted Subsidiary, howeveras the case may be, that each Issuer or Guarantor may, at its own expense and after written notice to for companies similarly situated in the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05industry.

Maintenance of Properties and Insurance. (a) The Issuers shall, and Company shall cause each all material properties owned by or leased to it or any of the its Restricted Subsidiaries to (1) do and used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain respective business or the business of any of its Restricted Subsidiaries to be maintained and operate such business kept in substantially the manner in which it is presently conducted normal condition, repair and operated; comply working order (reasonable wear and tear excepted) and supplied with all applicable Requirements of Law (including any necessary equipment and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither nothing in this Section shall -------- ------- prevent the Trustee nor Company from discontinuing the Note Collateral Agent have use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or any of its Restricted Subsidiaries concerned, or of an obligation officer (or duty to request such reports, unless requested to do so other agent employed by the Holders of 25% Company or such Restricted Subsidiary) of the aggregate principal amount Company or such Restricted Subsidiary having managerial responsibilities for any such property, desirable in the conduct of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect business of the Mortgaged PropertyCompany or such Restricted Subsidiary, as the case may be; and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; providedprovided further, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.051005 shall not limit the ability of the Company or of any Restricted Subsidiary of the Company to engage in any transaction permitted by Article Eight hereof. The Company shall provide, or cause to be provided, for itself and each of its Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Company are adequate and appropriate for the conduct of the business of the Company and such Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and such Subsidiaries in a prudent manner for corporations similarly situated in the industry.

Maintenance of Properties and Insurance. (a1) The Issuers shall, and Company shall cause each all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be maintained and kept in normal condition, repair and working order (1reasonable wear and tear excepted) do or and shall cause to be done made all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additionsreplacements, betterments and improvements thereof, all as, and replacements thereto necessary to the extent that, in order its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably requestadvantageously conducted; provided, however, that neither nothing in this Section 4.14(1) shall prevent the Trustee nor Company or any of the Note Collateral Agent have Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an obligation officer (or duty to request such reports, unless requested to do so other agent employed by the Holders Company or of 25% any of the aggregate principal amount Restricted Subsidiaries) of the Notes then outstandingCompany or any of its Restricted Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or disposal would not reasonably be expected to have a Material Adverse Effect. (f2) No Issuer or Guarantor that is an owner of Mortgaged Property The Company shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Propertymaintain, and each Issuer shall cause the Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and Guarantor shall otherwise comply in all material respects such amounts, and with all Insurance Requirements in respect such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of similar size, including property and casualty loss, workers' compensation and interruption of business insurance to the Mortgaged Propertyextent available on commercially reasonable terms; provided, however, that each Issuer nothing in this Section 4.14(2) shall prevent the Company or Guarantor mayany of the Restricted Subsidiaries from discontinuing any insurance, at its own expense and after written notice to or modifying any such deductibles, retentions, self-insured amounts or co-insurance provisions, if such discontinuance or modification is, in the Trustee, (i) contest judgment of the applicability Board of Directors of the Company or enforceability of the Board of Directors of any such Insurance Requirements Restricted Subsidiary, or of an officer (or other agent employed by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation Company or revocation of any insurance coverage required under this Section 4.05 of the Restricted Subsidiaries) of the Company or (ii) cause the Insurance Policy containing any of its Restricted Subsidiaries having managerial responsibility for any such Insurance Requirement insurance, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or modification would not reasonably be expected to be replaced by have a new policy complying with the provisions of this Section 4.05Material Adverse Effect.

Maintenance of Properties and Insurance. (a) The Issuers Issuer shall, and shall cause each of the Restricted Subsidiaries to (1) do to, maintain all properties used or cause to be done all things necessary to obtain, preserve, renew, extend and keep useful in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations and perform its other material obligations under all material leases; and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and from time to time make, or cause to be made, tear) and make all needful and proper necessary repairs, renewals, replacements, additions, betterments and improvements thereto and replacements thereto necessary in order that the business carried actively conduct and carry on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.05 shall prevent (i) sales of property, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all Collateral, as reflected in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the business of the Issuers against such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks as the Note Collateral Agent may from time to time reasonably require; provided that with respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of Default. (b) All such insurance shall (i) provide that no cancellation or non-renewal of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent of written notice thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “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, as amended from time to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably requestbusiness; provided, however, that neither nothing in this Section 4.5 shall prevent the Trustee nor the Note Collateral Agent have an obligation Issuer or duty to request such reports, unless requested to do so by the Holders of 25% any of the aggregate principal amount of Restricted Subsidiaries from discontinuing the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial operation and maintenance of any insurance coverage required to be maintained under of its properties, if such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects with all Insurance Requirements in respect of the Mortgaged Property; provided, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, discontinuance is (i) contest in the applicability or enforceability ordinary course of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 business pursuant to customary business terms or (ii) in the good faith judgment of the respective Boards of Directors or other governing body of the Issuer or Restricted Subsidiary, as the case may be, desirable in the conduct of their respective businesses and is not disadvantageous in any material respect to the Holders. (b) The Issuer shall provide or cause to be provided, for itself and each of the Insurance Policy containing Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the Issuer, are adequate and appropriate for the conduct of the business of the Issuer and its Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States of America, Canada or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the good faith judgment of the Issuer, for companies similarly situated in the industry. Within 30 days after the date hereof, the Issuer shall furnish to the Collateral Agent policies or certificates of insurance covering the Collateral and other assets of the Issuer. Each policy shall: (i) reflect the Collateral Agent, for its benefit and the benefit of the Holders, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements to such effect; (ii) contain an agreement by the insurer, if available at reasonable cost, not to cancel, amend, materially reduce the amount or materially change the coverage under the policy without giving the Collateral Agent at least thirty (30) days prior written notice of its intention to do so and (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause. The Issuer shall furnish or cause to be furnished to the Collateral Agent from time to time, and in no event less than once per calendar year, a compliance certificate from an independent third-party insurance consultant with experience in the Oil and Gas Business certifying that (i) the insurance with respect to the Collateral is in full force and effect and (ii) that it fully complies with requirements that are customary in the Oil and Gas Business. In the event the Issuer should, for any reason whatsoever, fail to keep the Collateral or any part thereof so insured or fail to furnish to the Collateral Agent such compliance certificate, then the Collateral Agent, if it so elects, may itself have such insurance effected in such amounts and in such companies as it may deem proper and may pay the premiums therefor and the Issuer shall reimburse the Collateral Agent upon demand for the amount of the premiums paid, together with interest thereon until paid a rate equal to the rate of interest charged on the principal of the Notes plus one percent (1%). The Collateral Agent shall not be responsible for the solvency of any company issuing any insurance policy, whether or not selected or approved by it, or for the collection of any amounts due under any such Insurance Requirement policy, and shall be responsible and accountable only for such money as may be actually received by the Collateral Agent. The Issuer shall promptly notify the Collateral Agent if any portion of the Collateral in excess of $1,500,000 is physically damaged, destroyed or condemned; provided that the foregoing shall not include damages to be replaced by xxxxx or well bores or in Oil and Gas Properties incurred in the ordinary course of business of drilling or producing such properties in an aggregate amount of less than $5,000,000. The Issuer shall promptly further notify the Issuer’s insurance company and submit an appropriate claim and proof of claim to the insurance company if such a new policy complying with casualty or accident occurs. In the provisions event of this Section 4.05any loss under any of such policies, the Collateral Agent shall pay the net proceeds thereof to the Issuer, either wholly or in part, unless an Event of Default has occurred and is continuing, in which event the Collateral Agent may hold the net proceeds as additional Collateral or pay the net proceeds to the Issuer under such conditions as the Collateral Agent may determine to enable the Issuer to repair or restore the Collateral.

Maintenance of Properties and Insurance. (a) The Issuers shall, Each of the Issuer and Xxxxxx Xxxxx shall cause each of the Restricted Subsidiaries to (1) do all material properties used or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material useful to the conduct of its business; maintain business or the business of any of its Subsidiaries to be maintained and operate such business kept in substantially the manner in which it is presently conducted good condition, repair and operated; comply working order (reasonable wear and tear excepted) and supplied with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or equipment deemed necessary in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its material monetary obligations good faith judgment of the Officers of the Issuer and perform its other material obligations under all material leases; Xxxxxx Xxxxx and (2) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or shall cause to be made, made all needful and proper necessary repairs, renewals, additionsreplacements, betterments and improvements and replacements thereto necessary thereof, all as in order its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all timestimes unless the failure to so maintain such properties (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of Xxxxxx Xxxxx and its Subsidiaries, taken as a whole; provided provided, -------- however, that nothing in this Section 4.05 4.21 shall prevent (i) sales of propertythe Issuer, consolidations or mergers made in accordance with the provision of this Indenture; (ii) the withdrawal by the Issuer Xxxxxx ------- Xxxxx or any Subsidiary from discontinuing the operation or maintenance of its Subsidiaries any of its qualification as a foreign corporation in such properties, or disposing of any jurisdiction where of them, if such withdrawal, individually discontinuance or disposal is in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; good faith judgment of the Board of Directors of Xxxxxx Xxxxx or (iii) the abandonment by the Issuer or any of its Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; and (3) maintain adequate insurance at all times on all CollateralSubsidiary concerned, as reflected the case may be, desirable in Schedule 4.05, by companies rated A-, VII or better by A.M. Best; maintain such insurance, to such extent and against such risks as is reflected in Schedule 4.05, including insurance with respect to Mortgaged Properties and other properties material to the conduct of the business of the Issuers against Issuer, Xxxxxx Xxxxx or such casualties and contingencies and of such types and in such amounts with such deductibles as is reflected in Schedule 4.05 and obtaining such other insurance against risks Subsidiary, as the Note Collateral Agent case may from time to time reasonably require; provided that with be, and is not adverse in any material respect to physical hazard insurance, neither the Note Collateral Agent nor the Issuer shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Issuer shall be required during an Event of DefaultHolders. (b) All Each of the Issuer and Xxxxxx Xxxxx shall provide or cause to be provided, for itself and each of its Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Issuer and Xxxxxx Xxxxx are adequate and appropriate for the conduct of the business of the Issuer, Xxxxxx Xxxxx and such insurance shall (i) provide that no cancellation Subsidiaries in a prudent manner, with reputable insurers or non-renewal with the government of coverage thereof shall be effective until at least 30 days after receipt by Note Collateral Agent the United States of written notice America or an agency or instrumentality thereof, (ii) name Note Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Trustee and the Holders (in the case of liability insurance) or loss payee (in the case of property insurance)such amounts, as applicablewith such deductibles, and (iii) be reasonably satisfactory in all other respects to Note Collateral Agent. (c) The Issuer shall notify the Trustee and the Note Collateral Agent in writing immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 4.05 is taken out by any Issuer or Guarantor; and promptly deliver to the Trustee and the Note Collateral Agent a duplicate original copy of such policy or policies. (d) With respect to each Mortgaged Property, the Issuers or affected Guarantor shall obtain flood insurance in such total amount methods as shall be commercially reasonable if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency)customary, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act good faith judgment of 1973the Issuer and Xxxxxx Xxxxx, as amended from time for corporations similarly situated in the industry, unless the failure to time. (e) Deliver to the Trustee and the Note Collateral Agent a report of a reputable insurance broker with respect to provide such insurance and such supplemental reports with respect thereto as the Trustee or the Note Collateral Agent may from time to time reasonably request; provided, however, that neither the Trustee nor the Note Collateral Agent have an obligation or duty to request such reports, unless requested to do so by the Holders of 25% of the aggregate principal amount of the Notes then outstanding. (f) No Issuer or Guarantor that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Issuer or Guarantor’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Mortgaged Property, and each Issuer and Guarantor shall otherwise comply in all material respects together with all Insurance Requirements in respect other such failures) would not have a material adverse effect on the financial condition or results of the Mortgaged Property; providedoperations of Xxxxxx Xxxxx and its Subsidiaries, however, that each Issuer or Guarantor may, at its own expense and after written notice to the Trustee, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute taken as a basis for cancellation or revocation of any insurance coverage required under this Section 4.05 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 4.05whole.