Common use of Insurance of Collateral; Condemnation Proceeds Clause in Contracts

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to the Agents. All proceeds of Collateral under each policy shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties shall deliver to the Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for such insurance, the Agents may, at their option, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Each Loan Party agrees to deliver to the Agents, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 9.17(k) describes all such insurance of the AgentsBorrowers and the Canadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds of Collateral payable to the Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties shall deliver applicable Agent for application to the Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal YearObligations, the Loan Parties shall deliver except to the Agents extent otherwise provided in Section 9.17(k)(ii) hereof. Each policy of insurance or endorsement shall contain a report in form and substance reasonably satisfactory clause requiring the insurer to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements give not less than thirty (i30) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Administrative Collateral Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Collateral Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the Property, nor property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each endorsement shall designate the policyCollateral Agent as loss payee or additional insured, as applicable. If any Loan Party Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Agents Collateral Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties applicable Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsCollateral Agent, promptly as renderedupon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. While As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Collateral Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Collateral Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property Collateral Agent shall have all rights and remedies with respect to such policies of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law are provided for in this Agreement and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to the AgentsAdministrative Agent. All proceeds of Collateral under each policy shall be payable to the Administrative Applicable Agent. From time to time upon request, the Loan Parties shall deliver to the Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents Administrative Agent a report in form and substance reasonably satisfactory to the Agents Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Applicable Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ days prior written notice to the Administrative Applicable Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Applicable Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for such insurance, the Agents Applicable Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Each Loan Party agrees to deliver to the AgentsApplicable Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Applicable Agent. If an Event of Default exists, only the Agents Applicable Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsLender. All proceeds of Collateral payable under each such policy shall be payable to Lender for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender, naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Lender shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Guarantor shall (or Borrower shall on such Guarantor’s behalf) maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better by A.M. with a Best Rating Guideof at least A7, unless otherwise approved by Agent) as are reasonably satisfactory to the AgentsAgent; provided, however, Guarantors shall not be required to obtain credit insurance related to their Accounts. All proceeds of Collateral under each policy with respect to the Collateral shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties Guarantors shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and and, with respect to Real Estate Collateral, updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as lender loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Guarantor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Guarantor fails to provide and pay for any insurance (or Borrower fails to provide and pay for such insuranceinsurance on such Guarantor’s behalf), the Agents Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Guarantors therefor. Each Loan Party Guarantor agrees to deliver to the Agents, Agent: (i) promptly as rendered, copies of all reports claims made to insurance companiescompanies with respect to each casualty event causing more than $100,000 of damage or destruction to the Collateral; and (ii) such additional information and reports regarding insurance as requested by Agent from time to time. While no Event of Default exists, the Loan Parties Guarantors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against any claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceinvolving any Collateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsAgent. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, mischief and such other risksflood, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better with a Best rating of at least A+, unless otherwise approved by A.M. Best Rating GuideLender in its discretion) as are reasonably satisfactory to the AgentsLender. All flood hazard diligence, documentation and insurance for any Real Estate constituting Collateral shall comply with all Flood Laws and be satisfactory to Lender. All proceeds of Collateral under each policy shall be payable to the Administrative AgentLender. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent Lender the originals or certified copies of their its insurance policies certificates and updated flood plain searches. As soon as practicable and in any event by Each policy shall include the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance following endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements Lender (i) showing the Administrative Agent Lender as lender’s loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event Lender of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such any insurance, the Agents Lender may, at their option, but shall not be required toin its discretion, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default existshas occurred and is continuing, the Loan Parties Borrowers may settle, adjust or compromise any insurance claim, as long as provided the proceeds are delivered to the Administrative AgentLender. If an Event of Default existshas occurred and is continuing, only the Agents shall be authorized to Lender may settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower shall maintain pay for and maintain, with financially sound and reputable insurers having a rating of at least B+ VII or better by Best’s Ratings, a publication of A.M. Best Company (or, in the case of aircraft liability insurance, with its current insurers or with other insurers reasonably acceptable to Lender), insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks and in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) amounts as are reasonably satisfactory to Lender. Schedule 8.1.2 hereto describes all insurance of Borrowers in effect on the Agentsdate hereof and Lender confirms that the level of insurance set forth on Schedule 8.1.2 hereto is reasonably satisfactory to it based on the circumstances as of the date hereof. All proceeds of Collateral payable under each policy such policy, to the extent relating to tangible Collateral or business interruption insurance, shall be payable to Lender for application to the Administrative AgentObligations. From time to time upon Within 30 days after the Closing Date, Borrowers shall deliver insurance certificates (and, following Lender’s request, the Loan Parties shall deliver to the Administrative Agent the originals or certified copies of their policies) for such policies relating to tangible Collateral or business interruption insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with lender’s loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; . Each policy of insurance or insurance certificate or endorsement relating to tangible Collateral or business interruption insurance shall contain a clause requiring the insurer to give not less than thirty (ii30) requiring 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as renderedupon written request, true copies of all reports made in any reporting forms to property insurance companies. While For so long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance claim, as long as the proceeds are delivered maintained by such Borrower with respect to the Administrative AgentCollateral provided that all proceeds thereof are applied in the manner specified in this Agreement. If At any time that an Event of Default exists, only the Agents Lender alone shall be authorized to settle, adjust and compromise such property insurance claims. Without limiting the foregoing, the Loan Parties will (a) keep and Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other DIP Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Obligors shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better by A.M. Best Rating Guideincluding Captive Insurance Subsidiaries) as are reasonably satisfactory is customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Obligors or their Subsidiaries operate; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws; and provided, further, that Obligors shall be permitted to the Agentsself-insure with respect to physical damage of Revenue Equipment. All proceeds of Collateral under each policy insuring Collateral or providing for business interruption insurance shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties Obligors shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Yearhazard certificates. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Obligor fails to provide and pay for such any insurance, the Agents Agent may, at their its option, but shall not be required to, procure the such insurance and charge the Loan Parties Obligors therefor. Each Loan Party Obligor agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companiescompanies to the extent requested by Agent. While no Event of Default exists, the Loan Parties Obligors may settle, adjust or compromise any insurance claimclaim with respect to Collateral, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrowers shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A insurance companies as are satisfactory to Agent and with an insurance company with a Best's rating of "A" or better by A.M. Best Rating Guide) as are reasonably satisfactory to the Agentsand a financial size category of not less than XII. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwiseAgent, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative naming Agent as sole lender's loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party a Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party fails the Borrowers fail to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party agrees Borrowers agree to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrowers shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep claims and Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Obligor shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Agent. Schedule 8.1.2 describes all insurance of Obligors in effect on the Agentsdate hereof. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Obligors shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender’s loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Obligor or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Obligor fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Obligors therefor. Each Loan Party Obligor agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Obligor shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Obligor provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent shall promptly provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 8.1.2 describes all such insurance of Borrowers in effect on the Agentsdate hereof. All proceeds of Collateral payable to Borrowers under each such policy shall be payable to Administrative Agent for application to the Administrative AgentObligations, except to the extent otherwise provided in Section 8.1.2(ii) hereof. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Administrative Agent with satisfactory lender’s loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Administrative Agent as lender’s loss payee payee, mortgagee, assignee or additional insured, as appropriate; . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (ii30) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Administrative Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAdministrative Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While As long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Administrative Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Administrative Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risksproperty damage perils, in such amountsamounts and with coverages and deductibles as are customary for companies similarly situated, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) Co. as are reasonably satisfactory “A-VII” or higher. Subject to the Agents. All terms of the ABL Intercreditor Agreement and pursuant to the lender’s loss payee endorsement required under clause (i) of this Section 8.6.2(a) and the terms of Sections 8.6.2(b) and (c), all proceeds of Collateral under each such policy shall be payable to the Administrative Agent. From time to time upon reasonable request, the Loan Parties Obligors shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searchesor certificates of insurance reasonably acceptable to Administrative Agent. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver Subject to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as terms of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents ABL Intercreditor Agreement, unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriatepayee; (ii) requiring 30 thirty (30) days’ prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoeverwhatsoever except for cancellation resulting from the failure to pay insurance premium, in which case ten (10) day’s prior notice is required; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Obligor fails to provide and pay for any such insuranceinsurance (whether or not an Event of Default has occurred under Section 11.1(c) as a result of such failure), the Agents Administrative Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Obligors therefor. Each Loan Party Obligor agrees to deliver to the AgentsAdministrative Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Administrative Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrowers shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A insurance companies as are satisfactory to Agent and with an insurance company with a Best’s rating of “A” or better by A.M. Best Rating Guide) as are reasonably satisfactory to the Agentsand a financial size category of not less than XII. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender’s loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwiseAgent, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative naming Agent as sole lender’s loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party a Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party fails the Borrowers fail to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party agrees Borrowers agree to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrowers shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep claims and Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better with a Best rating of at least A, unless otherwise approved by A.M. Best Rating GuideAgent in its discretion) as are reasonably satisfactory to the AgentsAgent; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise be satisfactory to all Lenders. All proceeds of Collateral under each policy for which Agent is to be named an lender loss payee hereunder shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and if Real Estate secures any Obligations, updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as lender loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ (A) 10 days prior written notice to Agent in the Administrative event of cancellation of the policy for non-payment and (B) 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoeverreason; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such any insurance, the Agents Agent may, at their option, but shall not be required toin its discretion, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents shall be authorized to Agent may settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such Any proceeds of insurance for which Agent is to be named as lender loss payee hereunder (other than workers’ compensation or similar insurance as may D&O insurance) and any awards arising from condemnation of Collateral shall be required by Applicable Law and paid directly to Agent for application to the Obligations. (c) maintainIf requested by Borrowers in writing within 15 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment or Real Estate, Borrowers may use such proceeds or awards to repair or replace such Equipment or Real Estate (and until so used, the proceeds shall be held by Agent as Cash Collateral) as long as (i) no Default or Event of Default exists; (ii) such repair or replacement is promptly undertaken and concluded, in amounts and accordance with deductibles equal plans satisfactory to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about Agent; (iii) replacement buildings are constructed on the properties sites of the Loan Parties original casualties and their Subsidiariesare of comparable size, quality and utility to the destroyed buildings; business interruption insurance(iv) the repaired or replaced Property is free of Liens, other than Permitted Liens that are not Purchase Money Liens; (v) Borrowers comply with disbursement procedures for such repair or replacement as Agent may reasonably require; and product liability insurance(vi) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $2,500,000. 8.6.3.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better with a Best rating of at least A+, unless otherwise approved by A.M. Best Rating GuideLender in its discretion) as are reasonably satisfactory to the AgentsLender. All flood hazard diligence, documentation and insurance for any Real Estate constituting Collateral shall comply with all Flood Laws and be satisfactory to Lender. All proceeds of Collateral under each policy shall be payable to the Administrative AgentLender. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent Lender the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each Each policy shall include reasonably endorsements satisfactory endorsements to Lender (i) showing the Administrative Agent Lender as lender’s loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event Lender of cancellation of the policy for any reason whatsoeverwhatsoever (other than for non-payment of premium in which 10-day notice is required); and (iii) specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such any insurance, the Agents Lender may, at their option, but shall not be required toin its discretion, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claim, as long as provided the proceeds are delivered to the Administrative AgentLender. If an Event of Default exists, only the Agents shall be authorized to Lender may settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsementsamounts as are usually insured against by companies of a similar size engaged in similar businesses in the same geographic area (but at a minimum providing for property coverage not less than 100% of the value of the Collateral), and with those insurance companies reflected on Schedule 8.6.2 or such other sound and reputable insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to the Agents. All proceeds of Collateral under each policy shall be payable to the Administrative Applicable Agent. From time to time upon requestas reasonably requested by the Applicable Agent, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal YearApplicable Agent. Unless the Agents Applicable Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Applicable Agent as lender loss payee payee, mortgagee or additional insured, as appropriate; (ii) requiring 30 days’ thirty (30) days prior written notice to the Administrative Applicable Agent in the event of cancellation of the policy for any reason whatsoeverwhatsoever other than non-payment of premiums (in which case ten (10) days prior written notice shall be required); and (iii) specifying that the interest of the Administrative Applicable Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents any Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the Agents, promptly as rendered, copies of all material reports made in any reporting forms to insurance companies. While no Event of Default exists, the Loan Parties Borrowers with a Borrower Group may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Administrative Agent or otherwise reinvested to the Administrative Agentextent permitted by this Agreement. If an Event of Default exists, only the Agents Applicable Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party The Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, loss in transit and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsAgent. All proceeds of Collateral payable under each such policy shall be payable to the Administrative AgentAgent for application to the Secured Obligations. From time to time upon requestOn or before the Fifth Amendment Date, the Loan Parties Borrower shall deliver a certificate of insurance evidencing such policies with satisfactory lender's loss payable endorsements reasonably satisfactory to the Administrative Agent naming the Agent as sole loss payee, assignee or additional insured, as appropriate, and as soon as possible, but in no event later than sixty (60) days after the Fifth Amendment Date, the Borrower shall deliver the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents Agent. Each policy of insurance or endorsement shall contain a report in form and substance reasonably satisfactory clause requiring the insurer to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party the Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party the Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party The Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, the Loan Parties may Borrower shall have the right to settle, adjust or and compromise any claim with respect to any insurance maintained by the Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and the Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsAgent. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrower PROVIDED that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better by A.M. in the case of insurance on the Property, with a Best Rating Guideof at least A7, unless otherwise approved by Agent and Security Trustee) as are reasonably satisfactory to the AgentsAgent and Security Trustee. All proceeds of Collateral under each policy shall be payable to the Administrative AgentAgent or Security Trustee, as its interests may appear. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent and Security Trustee the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing Agent, in the Administrative Agent case of property insurance, as sole loss payee or additional insured, as appropriate; or, in the case of crime insurance, as joint loss payee (ii) requiring 30 days’ 10 days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying specifying, in the case of non-marine property insurance, that the interest interests of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such any insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party agrees to deliver to the Agents, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting The Eligible Vessels shall be insured in accordance with the foregoing, Ship Mortgages. In the Loan Parties will (a) keep all event of their physical property (a conflict between the provisions of this Section 8.6.2 and the property of their Subsidiaries) insured Ship Mortgages, compliance with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may Ship Mortgage provisions shall be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurancedeemed compliance hereunder.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to Agent. On and after the Agents. All Restatement Date, prior to the Bank Loan Termination Date, all proceeds of Collateral under each policy shall be payable to First Lien Agent, and following the Administrative AgentBank Loan Termination Date (or prior to the Bank Loan Termination Date if receipt of such proceeds is waived, forgiven or postponed by more than 10 Business Days by the First Lien Agent or First Lien Lenders), all proceeds under each policy shall be payable to Agent for the benefit of the Lenders; provided the foregoing shall in no way limit or impair the Agents rights as an additional insured under such policies. From time to time upon request, the Loan Parties Obligors shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Obligor fails to provide and pay for such insurance, First Lien Agent (and, following the Agents Bank Loan Termination Date, Agent) may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Obligors therefor. Each Loan Party Obligor agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companies. While Subject to the Intercreditor Agreement, while no Event of Default exists, the Loan Parties Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to First Lien Agent (and, following the Administrative Bank Loan Termination Date, Agent). If Subject to the Intercreditor Agreement, if an Event of Default exists, only First Lien Agent (and, following the Agents Bank Loan Termination Date, Agent) shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower and other Obligors shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better by A.M. with a Best Rating Guideof at least A7, unless otherwise approved by Agent) as are reasonably satisfactory to the Agents. All proceeds of Collateral under each policy shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their its or other Information in this exhibit marked [CONFIDENTIAL TREATMENT REQUESTED] has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Obligors’ insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower, other Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower or other Obligor fails to provide and pay for such any insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower and other Obligor agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers and other Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are deposited in a Dominion Account or otherwise delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Obligor shall maintain insurance as to the Collateral covering liabilities, losses or damage as customarily are insured against by other Persons engaged in the same or similar businesses. All such policies of insurance shall be with financially sound insurance companies (other than in respect of any self-insurance which Borrowers believe (in the good faith judgment of management of Borrowers) is reasonable and prudent in light of the size and nature of their business) and in such amounts (after giving effect to any self-insurance maintained consistent with the standards provided for herein) as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event, as to any ABL Facility Priority Collateral (or Collateral of the Foreign Domiciled Obligors in the nature of ABL Facility Priority Collateral), in amounts, adequacy and scope reasonably satisfactory to Agent (and Agent acknowledges that based on the information provided to it on or prior to the date hereof with respect thereto, as to insurance coverage for the CollateralABL Facility Priority Collateral in effect on the date hereof, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such the amounts, with such endorsements, adequacy and with such insurers (rated A or better by A.M. Best Rating Guide) as scope are reasonably satisfactory to the Agents. All proceeds of Collateral under each policy shall be payable to the Administrative Agentit). From time to time upon request, the Loan Parties Obligors shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties Unless Agent shall deliver agree otherwise (giving due consideration to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties what is commercially available in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwiseinsurance market), each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as lender’s loss payee or additional insured, as appropriatewith respect to any policies of property insurance; (ii) requiring 30 days’ prior written providing notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoevercancellation; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Obligor fails to provide and pay for such any insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Obligors therefor. Each Loan Party agrees to deliver to the Agents, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, upon notice by Agent to Obligors that such rights are being suspended, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.126

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 8.1.2 describes all such insurance of Borrowers and the AgentsCanadian Subsidiary Guarantors in effect on the date hereof, which the Lenders acknowledge are satisfactory as of the date hereof. All proceeds of Collateral payable to Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties shall deliver applicable Agent for application to the Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal YearObligations, the Loan Parties shall deliver except to the Agents extent otherwise provided in Section 8.1.2(ii) hereof. Each policy of insurance or endorsement shall contain a report in form and substance reasonably satisfactory clause requiring the insurer to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements give not less than thirty (i30) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Administrative applicable Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative applicable Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Agents applicable Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the Agentsapplicable Agent, promptly as renderedupon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. While As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the applicable Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents applicable Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep and such Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsAgent. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwiseAgent, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better with a Best’s Rating of at least A+, unless otherwise approved by A.M. Best Rating GuideAgent) as are reasonably satisfactory to Agent (it being understood and agreed that the Agentsinsurance of the Borrowers in place on the Closing Date and insurers providing it are satisfactory to Agent). All proceeds of Collateral under each policy in respect of Collateral shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or in respect of the property insurance policies relating to the Collateral and additional insuredinsured in respect of the liability insurance policies, as appropriateapplicable; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such any insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claimclaim relating to Collateral, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, claims relating to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceCollateral.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better with a Best’s Financial Strength Rating of at least A_ VII, unless otherwise approved by A.M. Best Rating GuideAgent) as are reasonably satisfactory to the AgentsAgent. All proceeds proceeds, subject however, to the provisions of Collateral the Intercreditor Agreement, under each policy shall be payable to Agent. Agent hereby agrees that self-insurance policies in effect on the Administrative AgentClosing Date meet the foregoing insurance requirements as to the type of insurance covered by such self-insurance. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such any insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing(b) During a Trigger Period, the Loan Parties will (a) keep all any proceeds of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood arising from ABL Priority Collateral and, to the extent consistent with prudent business practice for the location in which such property is situatedMachinery Qualifying Date has occurred, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, Machinery (b) maintain all such other than proceeds from workers’ compensation or similar D&O insurance) and any awards arising from condemnation of ABL Priority Collateral and, to the extent the Machinery Qualifying Date has occurred, Machinery shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. When a Trigger Period is not in effect, any insurance proceeds or condemnation awards relating to any loss or destruction of (i) Trucks that have a fair market or book value (whichever is more) of at least $1,000,000, (ii) Inventory that has a fair market or book value (whichever is more) of at least $1,000,000 or (iii) after the occurrence of the Machinery Qualifying Date, Machinery that has a fair market or book value (whichever is more) of at least $1,000,000 shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. Proceeds of and awards in respect of Senior Notes Priority Collateral shall be applied as may be required by Applicable Law provided in the Senior Notes Documents and in compliance with the Intercreditor Agreement. (c) maintainIf requested by Borrowers in writing within 30 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment or Real Estate (in each case, other than Senior Notes Priority Collateral), Borrowers may use such proceeds or awards to repair or replace such Equipment or Real Estate (and until so used, the proceeds shall be held by Agent as Cash Collateral) as long as (i) no Default or Event of Default exists; (ii) such repair or replacement is promptly undertaken and concluded, in amounts and accordance with deductibles equal plans satisfactory to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about Agent; (iii) replacement buildings are constructed on the properties sites of the Loan Parties original casualties and their Subsidiaries; business interruption insurance; are of comparable size, quality and product liability insurance.utility to the destroyed

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Obligor shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Agent. SCHEDULE 8.1.2 describes all insurance of Obligors in effect on the Agentsdate hereof. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Obligors shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Obligor or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Obligor fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Obligors therefor. Each Loan Party Obligor agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Obligor shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Obligor provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent shall promptly provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood (if necessary) and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better by A.M. with a Best Rating Guideof at least A7, unless otherwise approved by Lender) as are reasonably satisfactory to the AgentsLender. All proceeds of Collateral under each such policy (other than proceeds constituting Excluded Assets) shall be payable to the Administrative AgentLender. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent Lender the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Lender shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent Lender as sole loss payee or additional insured, as appropriateappropriate (except with respect to insurance proceeds constituting Excluded Assets); (ii) requiring 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party the Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party the Borrower fails to provide and pay for such insuranceany insurance required hereunder or under Section 10.1.7, the Agents Lender may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrower may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative AgentLender. If an Event of Default exists, only the Agents Lender shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will claims (a) keep all except claims in respect of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceExcluded Assets).

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better with a Best’s Financial Strength Rating of at least A_ VII, unless otherwise approved by A.M. Best Rating GuideAgent) as are reasonably satisfactory to the AgentsAgent. All proceeds proceeds, subject however, to the provisions of Collateral the Intercreditor Agreement, under each policy shall be payable to Agent. Agent hereby agrees that self-insurance policies in effect on the Administrative AgentClosing Date meet the foregoing insurance requirements as to the type of insurance covered by such self-insurance. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Borrower fails to provide and pay for such any insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such During a Trigger Period, any proceeds of insurance arising from ABL Priority Collateral (other than proceeds from workers’ compensation or similar D&O insurance) and any awards arising from condemnation of ABL Priority Collateral shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. When a Trigger Period is not in effect, any insurance proceeds or condemnation awards relating to any loss or destruction of (i) Trucks that have a fair market or book value (whichever is more) of at least $1,000,000 or (ii) Inventory that has a fair market or book value (whichever is more) of at least $1,000,000 shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding. Proceeds of and awards in respect of Senior Notes Priority Collateral shall be applied as may be required by Applicable Law provided in the Senior Notes Documents and in compliance with the Intercreditor Agreement. (c) maintainIf requested by Borrowers in writing within 30 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment or Real Estate (in each case, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areasother than Senior Notes Priority Collateral), general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.Borrowers

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Administrative Agent. Schedule 8.1.2 describes all such insurance of Borrowers and the AgentsCanadian Subsidiary Guarantors in effect on the Closing Date, which the Lenders acknowledge are satisfactory as of the Closing Date. All proceeds of Collateral payable to Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties shall deliver applicable Agent for application to the Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal YearObligations, the Loan Parties shall deliver except to the Agents extent otherwise provided in Section 8.1.2(ii) hereof. Each policy of insurance or endorsement shall contain a report in form and substance reasonably satisfactory clause requiring the insurer to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements give not less than thirty (i30) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the Administrative applicable Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative applicable Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the Agents applicable Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the Agentsapplicable Agent, promptly as renderedupon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. While As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the applicable Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents applicable Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep and such Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother Credit Documents.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the Agents. All proceeds of Collateral under each policy shall be payable to the Administrative Agent. From time to time upon request, Schedule 7.1.2 describes all insurance of Borrowers in effect on the Loan Parties date hereof. Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement, unless otherwise agreed to in writing by Agent, shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party either Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party either Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as renderedafter Agent's request therefor, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Borrower provided that (i) all proceeds thereof with respect to any claim in excess of $250,000 shall be remitted to Agent in the manner specified in this Agreement and (ii) all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts (subject to current deductibles of $250,000 unless otherwise consented to by Agent) and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Agent. SCHEDULE 7.1.2 describes all insurance of Borrower in effect on the Agentsdate hereof. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwiseAgent, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative naming Agent as sole lender's loss payee payee, mortgagee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party If requested by Agent, Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured other Loan Documents; provided, that Agent shall use reasonable efforts to consult with casualty Borrower regarding such settlement, adjustment or physical hazard insurance on an “all risks” basis, with broad form flood and, compromise but shall have no liability to the extent consistent with prudent business practice Borrower for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal Agent's failure to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurancedo so.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Obligor shall maintain insurance with respect to the CollateralCollateral (subject to exceptions to be agreed upon by the Required Lenders), covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A with a Best’s Financial Strength Rating of at least A-VII, unless otherwise approved by Collateral Agent (at the direction of the Required Lenders)) consistent with industry practice for similarly situated companies or better by A.M. Best Rating Guide) as are otherwise reasonably satisfactory to Collateral Agent (at the Agentsdirection of the Required Lenders); provided, however, that any required flood insurance shall only be required to be in compliance with any applicable Flood Insurance Laws. All proceeds of Collateral under each property policy shall be payable to the Administrative AgentCollateral Agent as loss payee. From time to time upon requestreasonable request of the Collateral Agent (at the direction of the Required Lenders), the Loan Parties Obligors shall deliver to the Administrative Collateral Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Yearpolicies. Unless the Agents Collateral Agent shall agree otherwise, each property policy and general liability policy shall include reasonably satisfactory customary endorsements (i) showing the Administrative Collateral Agent as loss payee or additional insured, as appropriateapplicable; (ii) requiring 30 days’ (A) ten (10) days prior written notice to the Administrative Collateral Agent in the event of cancellation of the policy for reason of non-payment of premium, and (B) thirty (30) days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoeverother reason; and (iii) with respect to property policies, specifying that the interest of the Administrative Collateral Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Obligor or the owner of the Propertyproperty, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Obligor fails to provide and pay for such any insurance, Collateral Agent may (at the Agents maydirection of the Required Lenders), at their its option, but shall not be required to, procure the insurance and charge the Loan Parties Obligors therefor. Each Loan Party agrees to deliver to the Agents, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Collateral Agent. If an Event of Default exists, only Collateral Agent (at the Agents direction of the Required Lenders) shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrowers shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsLender. All proceeds of Collateral payable under each such policy shall be payable to Lender, and all condemnation proceeds payable with respect to any of the Administrative AgentCollateral shall be paid to Lender, in each case, as determined by Lender in its reasonable discretion after consultation with Borrowers, either (i) for application to the Obligations, or (ii) in the case of insurance or condemnation proceeds paid to Lender with respect to any Equipment or any Real Estate that is subject to a Mortgage, transferred to Borrowers to restore, repair or replace the damaged, destroyed or condemned Equipment or Real Estate. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender, naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrowers or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party fails Borrowers fail to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party agrees Borrowers agree to deliver to the AgentsLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrowers shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Lender shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsLender. All proceeds of Collateral payable under each such policy shall be payable to Lender for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with Lender’s loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender, naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Lender shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering products liability, business interruption, casualty, hazard, public liability, theft, embezzlement or other criminal misappropriation, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Lender. SCHEDULE 8.1.2 describes all insurance of each Borrower in effect on the Agentsdate hereof. All proceeds payable under each such policy relating to coverage for loss of Collateral under each policy shall be payable to Lender for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Each Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender, naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole lender's loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties each Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by each Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default existsexists and there are borrowings outstanding in excess of Liquid Collateral, only the Agents Lender shall be authorized authorized, upon 5 day prior written notice to Borrowers, to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain property and casualty and third party liability insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, Collateral in such amounts, with such endorsements, endorsements and with such insurers (rated A or better by A.M. with a Best Rating Guideof at least A7, unless otherwise approved by Agent) as are reasonably satisfactory to the AgentsAgent. All proceeds relating to or arising out of a loss or claim with respect to Collateral under each property and casualty policy shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their its property and casualty liability insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Yearpolicies. Unless the Agents Agent shall agree otherwise, each property and casualty policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as sole loss payee or additional insured, as appropriate; (ii) requiring 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. Upon request, Borrowers shall deliver to Agent originals or certified copies of third party liability insurance policies and certificates of insurance evidencing third party liability coverage naming Agent as an additional insured and requiring 30 days’ prior written notice to Agent of any cancellation. If any Loan Party Borrower fails to provide and pay for such any required property and casualty or third party liability insurance, the Agents Agent may, at their its option, but shall not be required to, procure the such insurance and charge the Loan Parties Borrowers therefor. Each Loan Party agrees to deliver to the Agents, promptly as rendered, copies of all reports made to insurance companies. While During any period that no Event of Default exists, the Loan Parties Borrowers may settle, adjust or compromise any insurance claimclaim relating to or arising out of a loss or claim with respect to Collateral, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Agent. SCHEDULE 7.1.2 describes all insurance of Borrowers in effect on the Agentsdate hereof. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep and Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property other Loan Documents. Any condemnation awards in connection with a condemnation of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, any of the Collateral shall be promptly turned over to Agent for application to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceObligations.

Insurance of Collateral; Condemnation Proceeds. (ai) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsLender. All proceeds of Collateral payable under each such policy shall be payable to Lender for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Each Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender, naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties each Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by each Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Lender shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsAgent. All proceeds of Collateral payable under each such policy with respect to any Collateral shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrowers shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to the AgentsLender. Lender acknowledges that Borrowers' existing insurance coverage and insurance companies are satisfactory. All proceeds of Collateral payable under each such policy shall be payable to Lender for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender, naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policyreason. If any Loan Party fails Borrowers fail to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party agrees Borrowers agree to deliver to the AgentsLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default existsexists and is continuing, Borrowers shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by Borrowers provided that all proceeds thereof are applied in the manner specified in this Agreement, and Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If an At any time that a Default or Event of Default existsexists and is continuing, only the Agents Lender shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceother DIP Financing Documents.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Agent. Schedule 7.1.2 describes all insurance of Borrowers in effect on the Agentsdate hereof. All proceeds of Collateral payable under each such policy shall be payable to Agent for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Borrowers shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Agent with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent naming Agent as sole loss payee payee, assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Agent may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties Borrowers therefor. Each Loan Party Borrower agrees to deliver to the AgentsAgent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by such Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Agent shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Agent shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and such other risks, in such amounts, with such endorsements, endorsements and with such insurers (rated A or better with a Best rating of at least A+, unless otherwise approved by A.M. Best Rating GuideAgent in its reasonable discretion) as are reasonably satisfactory to the AgentsAgent; provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise be reasonably satisfactory to all Lenders. All proceeds of Collateral under each policy shall be payable to Agent subject to the Administrative Agentterms of the Intercreditor Agreement. From time to time upon requestrequest of Agent, the Loan Parties Obligors shall deliver to the Administrative Agent the originals or certified copies of their its insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties Each policy shall deliver to the Agents a report in form and substance include endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements Agent (i) showing the Administrative Agent as lender loss payee or additional insured, as appropriatepayee; (ii) requiring 30 days’ thirty (30) days prior written notice to the Administrative Agent in the event of cancellation of the policy for any DM3\8972795.2 reason whatsoeverwhatsoever (except non-payment of premium for which ten (10) days’ notice shall be given); and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the PropertyObligor, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails the Obligors fail to provide and pay for such any insurance, the Agents Agent may, at their option, but shall not be required toin its discretion, procure the insurance and charge the Loan Parties Borrower therefor. Each Loan Party Bxxxxxxx agrees to deliver to the AgentsAgent, promptly as rendered, copies of all reports made to insurance companies. While Provided no Event of Default then exists, the Loan Parties Obligors may settle, adjust or compromise any insurance claim, as long as provided the proceeds are delivered to Agent (subject to the Administrative Agentterms of the Intercreditor Agreement). If an Event of Default then exists, only Agent may, subject to the Agents shall be authorized to terms of the Intercreditor Agreement, settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

Insurance of Collateral; Condemnation Proceeds. (a) Each Loan Party Borrower shall maintain and pay for insurance with respect to the upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, risks in such amounts, with such endorsements, amounts and with such insurers (rated A or better by A.M. Best Rating Guide) insurance companies as are reasonably satisfactory to Lender. SCHEDULE 7.1.2 describes all insurance of Borrowers in effect on the Agentsdate hereof. All proceeds of Collateral payable under each such policy (and any such policy of any Affiliates or any Subsidiary (including any Foreign Subsidiary)) shall be payable to Lender for application to the Administrative AgentObligations. From time to time upon request, the Loan Parties Each Borrower shall deliver to the Administrative Agent the originals or certified copies of their insurance such policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance Lender with satisfactory lender's loss payable endorsements reasonably satisfactory to the Agents outlining all material insurance coverage maintained Lender, naming Lender as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwisesole loss payee, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee assignee or additional insured, as appropriate; (ii) . Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days’ days prior written notice to the Administrative Agent Lender in the event of cancellation of the policy for any reason whatsoever; whatsoever and (iii) a clause specifying that the interest of the Administrative Agent Lender shall not be impaired or invalidated by any act or neglect of any Loan Party Borrower or the owner of the Property, nor Property or by the occupation of the premises for purposes more hazardous than are permitted by the said policy. If any Loan Party Borrower fails to provide and pay for such insurance, the Agents Lender may, at their its option, but shall not be required to, procure the insurance same and charge the Loan Parties each Borrower therefor. Each Loan Party Borrower agrees to deliver to the AgentsLender, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. While For so long as no Event of Default exists, each Borrower shall have the Loan Parties may right to settle, adjust or and compromise any claim with respect to any insurance maintained by each Borrower provided that all proceeds thereof are applied in the manner specified in this Agreement, and Lender agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim, as long as the proceeds are delivered to the Administrative Agent. If At any time that an Event of Default exists, only the Agents Lender shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep Lender shall have all rights and remedies with respect to such policies of their physical property (insurance as are provided for in this Agreement and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the other Loan Parties and their Subsidiaries; business interruption insurance; and product liability insuranceDocuments.