Common use of Maintenance of Insurance Clause in Contracts

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

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

Maintenance of Insurance. The (a) Maintain, or cause to be maintained, with the Captive Insurance Subsidiaries or with insurance companies reasonably believed by the Borrower shallto be financially sound and reputable (none of which are Affiliates of the Loan Parties, and shall ------------------------ cause each of its Subsidiaries to, insure except for the Captive Insurance Subsidiaries) insurance with respect to its properties and assets business against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts amounts, with such deductibles and covering such risks as are customarily carried by Persons engaged in similar businesses and owning similar properties in the same or similar localities where the applicable Loan Party or the applicable Subsidiary operates, including without limitation flood insurance; provided, however, that the Borrower and assets are insured by prudent its Subsidiaries may self-insure to the same extent as other companies engaged in similar circumstances carrying on businesses and owning similar businesses, properties in the same general areas in which the Borrower or such Subsidiary operates and with reputable and financially sound insurers, including self-insurance to the extent customaryconsistent with prudent business practice. At The Administrative Agent shall be named as mortgagee with respect to real property insurance policies, loss payee with respect to liability insurance policies and additional insured with respect to all liability policies, in each case as its interest may appear, with respect to any such insurance providing coverage in respect of any material Collateral, and each provider of any such insurance shall agree, by endorsement upon the request of policy or policies issued by it or by independent instruments furnished to the Administrative Agent, the Borrower shall deliver to that it will give the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by prior written notice before any such policy or policies shall be altered or canceled. The Captive Insurance Subsidiaries shall not provide insurance or reinsurance coverage for any Person other than the Borrower, the other Loan Parties, Affiliates of Borrower, the other Excluded Subsidiaries, transportation providers or Managed Entities, without the prior written consent of the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent.

Maintenance of Insurance. The Borrower shallMaintain, and shall ------------------------ cause each of its Subsidiaries toto maintain, insure its properties and assets against loss insurance with reputable insurance companies or damage by fire and such other insurable hazards as such assets are commonly insured associations (including firecommercial general liability, extended coverage, property damageproperty, worker's compensation, public liability ’s compensation and business interruption insurance) and against other risks with respect to its properties (including errors all real properties leased or owned by it) and omissions) business, in such amounts amounts, subject to such deductibles and self-insurance retentions and covering such risks as similar properties and assets are insured is required by prudent any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar circumstances carrying on similar businessesbusinesses similarly situated. Each policy of comprehensive general liability and general property insurance shall, and with reputable and financially sound insurersif applicable, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify name the Collateral Agent Lender as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, and (ii) provide, except in the case of public liability each property insurance policy, contain a loss payable clause or endorsement that names the Lender as the loss payee thereunder and workmen's compensation use commercially reasonable efforts to cause such endorsements to provide that the insurer will provide at least 30 days’ (or in the case of non-payment, 10 days) prior written notice to the Lender of the exercise of any right of cancellation. All certificates of insurance are to be delivered to the Lender and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Lender and such other Persons as the Lender may designate from time to time. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, that all insurance proceeds shall be adjusted the Lender may arrange for such insurance, but at the Borrower’s expense and payable in accordance with without any responsibility on the terms Lender’s part for obtaining the insurance, the solvency of the applicable Mortgage insurance companies, the adequacy of the coverage, or First Mortgagethe collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the sole right, in the name of the Lender, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and (iii) provide to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket necessary to effect the collection, compromise or settlement of any claims under any such insurance obtained and maintained by MPNpolicies.

Maintenance of Insurance. The Borrower shall(a) Maintain, and shall ------------------------ cause each of its Subsidiaries toLoan Party to maintain, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, with endorsements and with reputable and financially sound insurersinsurers (with a Best Rating of at least A7, including self-insurance unless otherwise approved by the Administrative Agent) satisfactory to the extent customary. At the request of the Administrative Agent, insurance (i) with respect to the Collateral, Properties and business of the Loan Parties covering casualty, hazard, larceny, embezzlement, theft or other criminal misappropriation, malicious mischief, product liability, workers’ compensation, flood and other risks, in amounts satisfactory to the Administrative Agent, and (ii) covering business interruption with policy limits, coverage amounts and deductibles determined from time to time by the Loan Parties in their commercially reasonable business judgment and not otherwise materially inconsistent with the past policies of such Loan Party regarding policy limits, coverage amounts and deductibles, and subject to an Insurance Assignment satisfactory to the Administrative Agent. All proceeds under each policy shall be payable to the Administrative Agent. From time to time upon request, the Borrower Agent shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence originals or certified copies of the Loan Parties’ insurance on policies and updated flood plain searches. Unless the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance Administrative Agent shall contain special endorsementsagree otherwise, which each policy shall include satisfactory endorsements (i) specify showing the Collateral Administrative Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, payee; (ii) provide, except requiring 30 days prior written notice to the Administrative Agent in the case event of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms cancellation of the applicable Mortgage or First Mortgage, policy for any reason whatsoever; and (iii) provide specifying that no cancellation the interest of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent shall not be impaired or invalidated by any act or neglect of written notice any Borrower, any Subsidiary or the owner of such cancellation the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay (or change. Any monies received cause its respective Subsidiaries that are Loan Parties to provide and pay) for any insurance required by this Section 6.07(a), the Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers therefor. Each Borrower agrees to deliver to the Administrative Agent, promptly as rendered, copies of all reports made to insurance companies in respect of the Loan Parties. While no Event of Default exists, the Borrowers may settle, adjust or Collateral compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent constituting insurance proceeds or condemnation proceeds (to the extent required pursuant to Section 6.07(b). If an Event of Default exists, only the Mortgage or First Mortgage) Administrative Agent shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained authorized to settle, adjust and maintained by MPNcompromise such claims.

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

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

Maintenance of Insurance. The Borrower shall, (A) Seller shall (i) maintain or cause to be maintained in full force and shall ------------------------ cause each effect all policies of its Subsidiaries to, insure its properties insurance of any kind with respect to Seller’s property and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured business (including policies of life (including “key man” coverage, as applicable), fire, extended coveragetheft, product liability, public liability, property damage, worker's other casualty, employee fidelity, workers’ compensation, public liability and business interruption and employee health and welfare insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-and reputable insurance to the extent customary. At the request companies or associations (in each case that are not affiliates of Seller) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the Administrative Agent, the Borrower shall deliver size and character of Seller’s business and in any event in form and substance reasonably acceptable to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing Buyer and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) providecause all such insurance relating to any property or business Seller to name Buyer, except in the case of public liability insurance as additional insured or loss payee, as appropriate and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) use its commercially reasonable efforts to provide that no cancellation of such policies cancellation, material addition in amount or material change in coverage shall be effective until at least after thirty (30) days after receipt by (or ten (10) days in the Administrative Agent case of written a payment default) notice thereof to Buyer. Buyer shall be entitled, upon reasonable advance notice, to review Seller’s insurance policies carried and maintained with respect to the Grantors’ obligations under this Section 8.1.9. Upon request, Seller shall furnish Buyer with copies of all insurance policies, binders, and cover notes or other evidence of such cancellation or changeinsurance. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant Notwithstanding anything to the Mortgage contrary herein, no provision of this Section 8.1.9 or First Mortgage) any provision of this Agreement shall be applied in accordance with impose on Buyer any duty or obligation to verify the terms existence or adequacy of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and coverage maintained by MPNSeller, nor shall Buyer be responsible for any representations or warranties made by or on behalf of Seller to any insurance broker, company or underwriter. Buyer, at its sole option, may obtain such insurance if not provided by Seller and in such event, Seller shall reimburse Buyer upon demand for the cost thereof together with interest. Seller shall also carry and maintain, should Seller’s risk profile change during the term of this Agreement, any other insurance that Buyer may reasonably require from time to time.

Maintenance of Insurance. The Borrower Parent shall, and shall ------------------------ cause each of its Subsidiaries Restricted Subsidiary to, insure its properties maintain liability, casualty and assets against loss or damage by fire other insurance (subject to customary deductibles and retentions) with financially sound and reputable insurance companies in such other insurable hazards as such assets are commonly insured amounts (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insuranceafter giving effect to any self-insurance compatible with the following standards) and against other such risks (including errors and omissions) in such amounts as similar properties and assets are insured is carried by prudent responsible companies engaged in similar circumstances carrying on businesses and owning similar businesses, assets in the general areas in which the Parent and with reputable and financially sound insurers, including self-insurance to the extent customaryits Restricted Subsidiaries operate. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates All policies of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement the Parent and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify its Restricted Subsidiaries must name the Collateral Agent as additional insured, mortgagee and lender additional insured or loss payee payee, must insure the interest of the Collateral Agent in the property as its interests may appearmortgagee and, regardless to the extent generally available in the insurance market, must provide that no cancellation or material modification of any breach the policies will be made without thirty days’ prior written notice to the Collateral Agent (or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except ten days prior written notice in the case of public liability non-payment of premium). Certificates for all such policies must be delivered to the Collateral Agent. Without limiting the obligations of the Parent and its Restricted Subsidiaries under the foregoing provisions of this Section 7.06, in the event the Parent or any of its Restricted Subsidiaries shall fail to maintain in full force and effect insurance as required by the foregoing provisions of this Section 7.06, then the Collateral Agent may, and shall if instructed so to do by the Required Lenders, procure insurance covering the interests of the Lenders and the Collateral Agent in such amounts and against such risks as otherwise would be required hereunder and the Borrower shall reimburse the Collateral Agent in respect of any premiums paid by the Collateral Agent in respect thereof. Without limitation of the foregoing, each Loan Party shall, and shall cause each Subsidiary to, take all actions as needed to insure compliance with all requirements under the Flood Insurance Laws, including the maintenance of all flood hazard insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNcertifications required thereunder.

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

Maintenance of Insurance. The Borrower shallMaintain insurance with financially sound and reputable insurance companies covering such liabilities, losses or damages, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts amounts, as is customarily carried by Person engaged in the same or similar properties businesses that are similarly situated and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance located. Subject to the extent customary. At proviso to Section 4.01(c) with respect to delivery of endorsements with respect to insurance policies in effect on the request of the Administrative AgentClosing Date, the Borrower shall deliver all property insurance policies are to be made payable to the Administrative Agent certificates of insurance signed by for the Borrower's independent insurance broker describing and certifying as to the existence benefit of the insurance on Administrative Agent and the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsementsLenders, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its their interests may appear, regardless in case of loss, pursuant to a standard lender’s loss payable endorsement with a standard non-contributory “lender” or “secured party” clause and such other provisions reasonably sufficient to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to the Administrative Agent promptly (but in any event within 15 Business Days of the issuance or applicable amendment of any breach or violation by insurance policy), with lender’s loss payable and additional insured endorsements, as applicable, in favor of the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, Administrative Agent and shall provide for not less than 30 days (ii) provide, except 10 days in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iiinon-payment) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by prior written notice to the Administrative Agent of the exercise of any right of cancellation; provided, that such prior written notice shall not be required with respect to any insurance policy (other than a property insurance policy) to the extent the relevant insurer does not provide such written notice. If the Parent Borrower or any of its Subsidiaries fails to maintain such cancellation or change. Any monies received by insurance, the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant may, with prior notice to the Mortgage or First Mortgage) shall be applied in accordance with Parent Borrower, arrange for such insurance, but at the terms Borrowers’ expense and without any responsibility on the Administrative Agent’s part for obtaining the insurance, the solvency of the applicable Mortgage insurance companies, the adequacy of the coverage, or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthe collection of claims.

Maintenance of Insurance. The Borrower shall, Maintain with financially sound and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets reputable insurers insurance against loss or damage by fire and such all other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, kinds and in the Borrower shall deliver to amounts customarily insured against or carried by corporations of established reputation engaged in the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing same or similar businesses and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrowersimilarly situated. Such Said policies of insurance shall contain special endorsements, which shall (i) specify be satisfactory to the Collateral Agent as additional insuredto form, mortgagee amount and lender loss payee insurer. The Loan Parties shall furnish certificates, policies or endorsements to the Agent as its interests may appear, regardless the Agent shall require as proof of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all and, if the Loan Parties fail to do so, the Agent is authorized, but not required, to obtain such insurance proceeds shall be adjusted and payable in accordance with at the terms expense of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such Loan Parties. All policies shall be effective until provide for at least thirty (30) days after receipt by prior written notice to the Administrative Agent of written any cancellation or reduction of coverage (or, at least ten (10) days’ prior notice for cancellation due to non-payment of premium) and that the Agent may act as attorney for the Loan Parties in obtaining, and at any time a Default or an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling, such insurance. The Loan Parties shall cause the Agent to be named as a lender’s loss payee and an additional insured (without any liability for any premiums) under such insurance policies and the Loan Parties shall obtain non-contributory lender’s loss payable endorsements to all insurance policies as requested by and in form and substance satisfactory to the Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such cancellation insurance shall be payable to the Agent as its interests may appear and further specify that the Agent shall be paid regardless of any act or changeomission by a Loan Party or any of its Affiliates. Any monies At its option, the Agent may apply any insurance proceeds received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant at any time to the Mortgage cost of repairs or First Mortgage) shall be applied in accordance with the terms replacement of Collateral and/or to payment of the applicable Mortgage Obligations, whether or First Mortgagenot then due, in any order and in such manner as such the Agent may determine or hold such proceeds as cash collateral for the Obligations. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.10.1.8

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

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

Maintenance of Insurance. The (a) Maintain with insurance companies that the Borrower shall, and shall ------------------------ cause each believes (in the good faith judgment of its Subsidiaries to, insure management) are financially sound and reputable (that are not Affiliates of the Borrower) insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance to reasonable and customary for similarly situated persons engaged in the extent customary. At same or similar businesses as the request of the Administrative AgentParent Guarantor, the Borrower shall deliver and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and within sixty (60) days after the Funding Date (or such later date as the Administrative Agent may agree in its sole discretion), providing for not less than thirty (30) days’ prior notice to the Administrative Agent certificates of termination, lapse or cancellation of such insurance, which insurance signed by the Borrower's independent insurance broker describing and certifying (except as to Excluded Subsidiaries) within sixty (60) days after the existence Funding Date (or such later date as the Administrative Agent may agree in its sole discretion), shall name the Administrative Agent as loss payee (in the case of casualty insurance) or additional insured (in the case of liability insurance); provided, however, if any insurance proceeds are paid on the account of a casualty to assets or properties of any Loan Party that do not constitute Collateral required and at such time no Event of Default shall have occurred and is continuing, then the Administrative Agent shall take such actions, including endorsement, to cause any such insurance proceeds to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect promptly remitted to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation Borrower to be used by the Borrower or its applicable subsidiary of such Loan Party in any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt manner not prohibited by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthis Agreement.

Maintenance of Insurance. The Borrower shallMaintain or cause to be maintained, with financially sound and reputable insurers, (i) business interruption insurance reasonably satisfactory to Administrative Agent, and shall ------------------------ cause each (ii) casualty insurance, such public liability insurance, third party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Parent and its Subsidiaries toas may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as similar properties shall be customary for such Persons. Without limiting the generality of the foregoing, Parent and assets are insured by prudent companies its Subsidiaries will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in similar circumstances carrying on similar businessesa community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the (b) replacement value casualty insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such under such policies of insurance, with such insurance shall contain special endorsementscompanies, which in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) specify the name Collateral Agent Agent, on behalf of Lenders as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, and (ii) provide, except in the case of public liability each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and workmen's compensation insurancesubstance to Collateral Agent, that all insurance proceeds shall be adjusted names Collateral Agent, on behalf of Secured Parties as the loss payee thereunder and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until provides for at least thirty (30) days after receipt by the days’ prior written notice to Collateral Agent of any modification or cancellation of such policy. The Administrative Agent agrees that as of written notice the Closing Date, the insurance coverages of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance Borrower and each other Loan Party complies with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthis Section.

Maintenance of Insurance. The Maintain with financially sound and reputable insurance companies not Affiliates of either Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance. If at any time the area in which any real property constituting, or that is required to become, Mortgaged Property is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) as indicated in any applicable flood certificate, the US Borrower (unless such applicable Mortgage includes Exclusionary Flood Language as elected by the Administrative Agent (after consultation with the US Borrower) pursuant to Section 6.11(a)(vi)(A)(1)) shall, and shall ------------------------ cause each of its Restricted Subsidiaries to, insure its properties obtain flood insurance in such total amount as required by Regulation H of the Federal Reserve Board, as from time to time in effect and assets against loss all official rulings and interpretations thereunder or damage by fire thereof, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, and such other insurable hazards as such assets are commonly insured (including fireapplicable Flood Insurance Laws; provided that, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agentsuch applicable Loan Party fails to obtain or maintain satisfactory flood insurance required pursuant to this Section 6.07 with respect to any Mortgaged Property, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable permitted, in accordance its reasonable discretion, to obtain forced placed insurance at the Borrowers’ expense to ensure compliance with the terms of the any applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNFlood Insurance Laws.

Maintenance of Insurance. The In addition to and cumulative with any other requirements herein imposed on the Borrower shalland Guarantors with respect to insurance, the Borrower, Guarantors and the Subsidiaries of the Borrower and Guarantors shall ------------------------ cause each maintain insurance with insurance companies satisfactory to the Agent on such of its Subsidiaries to, insure its their respective properties and assets assets, in such amounts and against loss or damage such risks as is customarily maintained by fire and such other insurable hazards as such assets are commonly insured (including firesimilar businesses operating in the same vicinity, extended coverage, property damagebut in any event to include public liability, worker's ’s compensation, public liability and business interruption insurance) and against other risks (including interruption, malicious mischief, errors and omissions, loss, damage, flood, windstorm, fire, theft, extended coverage and product liability insurance in amounts satisfactory to the Agent, which insurance shall not be cancellable or altered (or the coverage thereunder reduced or restricted) by the Borrower, Guarantor or any Subsidiary of the Borrower and Guarantors, unless with the prior written consent of the Agent, or by the insurer of the Borrower and Guarantors, unless with at least 30 days advance written notice to the Agent thereof. The Borrower and Guarantors shall deliver to the Agent on the Closing Date and at such other times as the Agent may request, a detailed list of such insurance then in such effect stating the names of the insurance companies, the amounts as similar and rates of insurance, the date of expiration thereof, the properties and assets are risks covered thereby and the insured by prudent companies with respect thereto, and, within 30 days after notice in similar circumstances carrying on similar businesseswriting from the Agent, and with reputable and financially sound insurersobtain such additional insurance as the Agent, including self-insurance to the extent customary. At at the request of the Administrative Required Banks, may reasonably request. The Borrower and Guarantors will pay all premiums on the insurance referred to herein as and when they become due and shall do all things necessary to maintain the insurance in effect. The Agent may act as the agent of the Borrower and Guarantors in adjusting or compromising any loss under any such insurance policy and in collecting and receiving the proceeds from any such policy. In the event of any loss under any such policy of insurance, the insurer named therein is hereby authorized and directed by the Borrower and Guarantors to make payment for such loss to the Agent, for the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence benefit of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsementsSecured Parties, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its their interests may appear, regardless of any breach or violation by rather than to the Borrower and Guarantors and the Agent jointly. If the Borrower or any Guarantor shall default in its obligation hereunder to insure the Collateral in a manner satisfactory to the Agent, then the Agent shall have the right (but not the obligation) to procure such insurance and to charge the costs of same to the Borrower and Guarantors, which costs shall be added to and become a part of the unpaid principal amount of the Obligations (as defined in the Security Agreement), shall bear interest at the Default Rate or the highest contract rate permitted by applicable subsidiary law whichever is less; such interest shall be payable on demand by the Agent and shall be secured by the Collateral. The proceeds of all such insurance, if any loss should occur, may be applied by the Agent to the payment of the Obligations (as defined in the Security Agreement) or to the replacement of any warrantiesof the Collateral damaged or destroyed, declarations as the Agent may elect or conditions contained direct in such policies, its sole discretion. The Borrower and each Guarantor hereby appoints (ii) provide, except which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Obligations (as defined in the case of public liability Security Agreement) remain outstanding) Agent as its lawful attorney-in-fact with full authority to make, adjust, settle claims under and/or cancel such insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with to endorse the terms name of the applicable Mortgage Borrower or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt any Guarantor on any instruments or drafts issued by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting upon any insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNcompanies.

Maintenance of Insurance. The Borrower shallMaintain, and shall ------------------------ cause each of its Subsidiaries toto maintain, insure its properties insurance with responsible and assets against loss reputable insurance companies or damage by fire and such other insurable hazards as such assets are commonly insured associations (including fireincluding, extended coveragewithout limitation, property damagecomprehensive general liability, worker's compensationhazard, public liability rent and business interruption insurance) and against other risks with respect to its properties (including errors all real properties leased or owned by it) and omissions) business, in such amounts and covering such risks as similar properties and assets are insured is required by prudent any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar circumstances carrying on similar businessesbusinesses similarly situated and in any event in amount, adequacy and with reputable and financially sound insurers, including self-insurance scope reasonably satisfactory to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by Agents (it being understood the Borrower's independent current insurance broker describing and certifying as is satisfactory to Agents). Without limiting the existence of the insurance on Borrower's reinvestment rights under Section 2.05(c)(viii), all policies covering the Collateral required are to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect made payable to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insuredfor the benefit of the Agents and the Lenders, mortgagee and lender loss payee as its interests may appear, regardless in case of loss, under a standard non‑contributory "lender" or "secured party" clause and are to contain such other provisions as the Agents may require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent (with copies to the Administrative Agent) and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any breach right of cancellation. If any Loan Party or violation any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Agents' part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. The Borrower shall, if so requested by the Borrower Collateral Agent, deliver to the Collateral Agent original or duplicate insurance policies and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its applicable subsidiary Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any warranties, declarations or conditions contained in claims under any such insurance policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.

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

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Restricted Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, insurers having a financial strength rating of at least A- by A.M. Best Company (or otherwise reasonably satisfactory to the Administrative Agent) and including self-insurance to the extent customarycustomary (but not with respect to insurance on the ABL Priority Collateral), all as reasonably acceptable by the Administrative Agent and as may be required pursuant to the terms of the Collateral Documents. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates (x) annually a certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, (y) copies of the endorsements described in the next two (2) sentences attached to such certificate, and (z) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such All insurance policies required in this clause shall name the Administrative Agent (for the benefit of the Administrative Agent and the Secured Parties) as an additional insured, as applicable, and with respect to casualty policies covering Collateral, as mortgagee or as lender’s loss payee, as applicable, and shall contain lender loss payable clauses or mortgagee clauses, as applicable, through endorsements in form and substance reasonably satisfactory to the Administrative Agent. Additionally, such policies of insurance shall contain special endorsementsprovide that it shall not be canceled, which shall modified or not renewed (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless by reason of any breach or violation nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the Borrower insurer to the Administrative Agent or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) providefor any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent. The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, except if available) amount of such loss or decline. Subject in all cases to the case provisions of public liability insurance and workmen's compensation insurancethis Agreement (including, that all without limitation, Section 5.12), any monies received by the Administrative Agent constituting insurance proceeds shall may, at the option of the Administrative Agent, be adjusted and payable applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthis Agreement.

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

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

Maintenance of Insurance. The Borrower (a) Each Loan Party shall, and shall ------------------------ cause each of its Restricted Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, insurers having a financial strength rating of at least A- by A.M. Best Company (or otherwise reasonably satisfactory to the Administrative Agent) and including self-insurance to the extent customarycustomary (but not with respect to insurance on the Collateral included in the Borrowing Base), all as reasonably acceptable by the Administrative Agent and as may be required pursuant to the terms of the Collateral Documents. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates (x) annually a certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, (y) copies of the endorsements described in the next two (2) sentences attached to such certificate, and (z) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such All insurance policies required in this clause shall name the Administrative Agent (for the benefit of the Administrative Agent and the Secured Parties) as an additional insured, as applicable, and with respect to casualty policies covering Collateral, as lender loss payee, and shall contain lender loss payable clauses, through endorsements in form and substance reasonably satisfactory to the Administrative Agent. Additionally, such policies of insurance shall contain special endorsementsprovide that it shall not be canceled, which shall modified or not renewed (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless by reason of any breach or violation nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the Borrower insurer to the Administrative Agent or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) providefor any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent. The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, except if available) amount of such loss or decline. Subject in all cases to the case provisions of public liability insurance and workmen's compensation insurancethis Agreement (including, that all without limitation, Section 5.12), any monies received by the Administrative Agent constituting insurance proceeds shall may, at the option of the Administrative Agent, be adjusted and payable applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of the applicable Mortgage or First Mortgage, and this Agreement. (iiib) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change[Reserved]. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.SECTION 5.06

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

Maintenance of Insurance. The Borrower shallMaintain or cause to be maintained, with the Captive Insurance Subsidiaries or with financially sound and reputable insurers rated not less than B+, Class VI by Best’s, comprehensive general liability insurance, professional liability insurance, business interruption or extra expense insurance, as applicable, and shall ------------------------ cause each all risk casualty insurance with respect to liabilities, losses or damage in respect of its Subsidiaries tothe assets, insure its properties and assets against loss businesses of each Loan Party as may customarily be carried or damage maintained under similar circumstances by fire and such other insurable hazards as such assets are commonly insured (including firePersons of established reputation engaged in similar businesses, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in each case in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses(giving effect to self insurance), with such deductibles, covering such risks, and with reputable in amounts and financially sound insurersotherwise on such terms and conditions as shall be customary for such Persons (including coverage for flood, including self-insurance quake and/or windstorm perils for each material loss exposure) and reasonably acceptable to the extent customary. At the request of the Administrative Agent. Without limiting the generality of the foregoing, the Borrower shall deliver Loan Parties will maintain or cause to be maintained (a) for each material loss exposure, flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence National Flood Insurance Program, in each case in compliance with any applicable regulations of the FRB, and (b) 100% replacement value casualty insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the BorrowerCollateral. Such policies Each such policy of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent name Administrative Agent, on behalf of each Lender as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, appear and (ii) provide, except in the case of public liability each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and workmen's compensation insurancesubstance to Administrative Agent, that all insurance proceeds shall be adjusted and payable in accordance with names Administrative Agent, on behalf of Lenders as the terms of the applicable Mortgage or First Mortgage, loss payee thereunder and (iii) provide that no cancellation of such policies shall be effective until provides for at least thirty (30) days after receipt by the days’ prior written notice to Administrative Agent of written notice any modification or cancellation of such policy. The Administrative Agent and Secured Parties have no responsibility for premiums, warranties or representations to underwriters. The Loan Parties or their insurance broker shall provide a certificate of insurance prior to each policy renewal or replacement. In the event Borrower fails within ten (10) Business Days after Administrative Agent’s request to provide Administrative Agent with evidence of the insurance coverage required by this Agreement, Administrative Agent may purchase insurance at Borrower’s expense to protect Administrative Agent’s interests in the Collateral. This insurance may, but need not, protect Borrower’s interests. The coverage purchased by Administrative Agent may not pay any claim made by the Borrower or any claim that is made against the Borrower in connection with the Collateral. The Borrower may later cancel any insurance purchased by Administrative Agent, but only after providing Administrative Agent with evidence that the Borrower has obtained insurance as required by this Agreement. If Administrative Agent purchases insurance for the Collateral, to the fullest extent provided by law, the Borrower will be responsible for the costs of that insurance, including interest and other charges imposed by Administrative Agent in connection with the placement of the insurance, until the effective date of the cancellation or changeexpiration of the insurance. Any monies received by The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance the Borrower is able to obtain on their own. The Captive Insurance Subsidiaries shall not provide insurance or reinsurance coverage for any Person other than the Borrower, the other Loan Parties, Affiliates of Borrower, the other Excluded Subsidiaries, transportation providers or Managed Entities, without the prior written consent of the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent.

Maintenance of Insurance. The Borrower shallMaintain, and shall ------------------------ cause each of its Subsidiaries toto maintain, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured insurance (including fireincluding, extended coveragewithout limitation, property damagecomprehensive general liability, worker's compensationhazard, public liability rent and business interruption insurance) with responsible and against reputable insurance companies or associations (which shall include the companies presently providing such insurance, or such other risks companies as may be selected by the Borrower with the consent of the Agent, whose consent shall not be unreasonably withheld) with respect to its properties (including errors all real properties leased or owned by it) and omissions) business, in such amounts amounts, in such form, for such periods and covering such risks as similar properties and assets are insured is required by prudent any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar circumstances carrying on similar businessesbusinesses similarly situated and in any event in amount, adequacy and with reputable and financially sound insurers, including self-insurance scope reasonably satisfactory to the extent customaryAgent. At All policies covering the request Collateral are to be made payable to the Agent for the benefit of the Administrative AgentLenders, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless in case of loss, under a standard non-contributory "lender" or "secured party" clause and shall provide that the insurance, to the extent of the Agent's interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any breach act or violation neglect of any Loan Party or by the Borrower or its applicable subsidiary failure of any warranties, declarations Loan Party to comply with any warranty or conditions contained condition of the policy and are to contain such other provisions as the Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to obtain any payments to be made under such policies. Such policy shall not include an endorsement in favor of any other Person (other than the Revolving Credit Agent, the holder of any Permitted Liens and those Persons intended as beneficiaries of any builder's risk insurance). All certificates of insurance are to be delivered to the Agent and the policies are to be premium prepaid or with customary payment terms (iiwhich shall be complied with in a timely fashion by such Loan Parties), with the loss payable and additional insured endorsement in favor of the Agent and such other Persons as the Agent may designate from time to time, and shall provide for not less than thirty (30) provide, except in days' prior written notice to the case Agent of public liability insurance and workmen's compensation the exercise of any right of cancellation. The Key Loan Parties shall furnish the Agent with certificates or other evidence satisfactory to the Agent regarding compliance by the Loan Parties with the foregoing requirements. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Agent may arrange for such insurance, but at the Key Loan Parties' expense and without any responsibility on the Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims; provided, however, that all the Agent's obtaining such insurance proceeds shall be adjusted not constitute a waiver of any Event of Default occasioned by the Loan Parties' failure to have maintained such insurance. Upon the occurrence and payable in accordance with during the continuance of an Event of Default and subject to the terms of the applicable Mortgage Intercreditor Agreement, the Agent shall have the sole right, in the name of the Lenders, any Loan Party or First Mortgageany of its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and (iii) to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. The Borrower shall provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of with prompt written notice of such cancellation or change. Any monies received any change in the insurance policies owned by the Administrative Agent Loan Parties, or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to under which any Loan Party is the Mortgage or First Mortgage) shall be applied named insured, from those in accordance with the terms effect as of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNEffective Date.

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

Maintenance of Insurance. The Borrower shall, Parent shall and shall ------------------------ cause each of its Subsidiaries toto maintain, insure its with financially sound and reputable insurance companies not Affiliates of any Loan Party, insurance with respect to their respective properties and assets businesses against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons. All property policies shall have Lender’s loss payable endorsement showing Lender as primary loss payee and waive subrogation against Lender, and with reputable and financially sound insurersall liability policies shall show Lender, including self-insurance to the extent customary. At the request of the Administrative Agentor have endorsements showing Lender, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as an additional insured, mortgagee . All policies (or the loss payable and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (iiadditional insured endorsements) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies the insurer shall be effective until endeavor to give Lender at least thirty (30) days after receipt by the Administrative Agent of written days’ notice before canceling, amending, or declining to renew its policy and ten (10) days’ notice of such cancellation or changeany non-payment of premiums. Any monies received by At Lender’s request, Parent shall deliver certified copies of all of the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant policies of Parent and its Subsidiaries and evidence of all premium payments. Subject to the Mortgage or First Mortgage) shall provisions hereof, proceeds payable under any policy shall, during the existence of an Event of Default, be applied in accordance with the terms payable to Lender on account of the applicable Mortgage Obligations. If any Loan Party fails to obtain insurance as required under this Section 6.07 or First Mortgage. The to pay any amount or furnish any required proof of payment to third persons and Lender, Lender may make all or part of such payments or obtain such insurance requirements set forth herein may be satisfied through blanket insurance obtained policies required in this Section 6.07 and maintained by MPNtake any action under the policies that Lender deem necessary or prudent.

Maintenance of Insurance. The Borrower shallMaintain with financially sound and reputable insurance companies (including any Captive Insurance Company, in accordance with the terms and shall ------------------------ cause each conditions of its Subsidiaries tothis Agreement), insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons and such endorsements as are reasonably acceptable to the Administrative Agent. The Company and its Subsidiaries will, and will cause each Captive Insurance Company and each Specified Insurance Subsidiary to, preserve and maintain: (i) the licensing and certification of each Captive Insurance Company or Specified Insurance Subsidiary, as applicable, pursuant to all applicable insurance and warranty laws and regulations; (ii) all certifications and authorizations necessary to ensure that each Captive Insurance Company is eligible for all reimbursements available under all applicable insurance and service contract laws and regulations; and (iii) all material licenses, permits, authorizations and qualifications required under all applicable insurance and service contract laws and regulations in connection with reputable the existence and financially sound insurersoperation of each Captive Insurance Company and each Specified Insurance Subsidiary. If requested by the Administrative Agent, including self-insurance Borrowers will provide to the extent customaryAdministrative Agent such audited statements such Captive Insurance Company and such Specified Insurance Subsidiary as requested by the Administrative Agent as of the end of each fiscal year within the sooner to occur of: (i) five days following filing with the applicable regulatory agencies; or (ii) 180 days following the end of such fiscal year. At Each Captive Insurance Company and each Specified Insurance Subsidiary shall conduct its insurance business in material compliance with all applicable laws and using sound actuarial principles. The insurance premiums and other expenses charged by any Captive Insurance Company to the request Company and its Subsidiaries shall be reasonable and customary and in accordance with all applicable insurance and service contract laws and regulations. The insurance premiums and other fees charged by any Specified Insurance Company to the customers of the Vehicle Borrowers shall be in accordance with all applicable insurance and service contract laws and regulations. If requested by the Administrative Agent, the Borrower shall deliver to Company and its Subsidiaries will provide the Administrative Agent certificates copies of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force any outside actuarial reports prepared with respect to the Borrower. Such policies of insurance shall contain special endorsementsany projection, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless valuation or appraisal of any breach Captive Insurance Company or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNSpecified Insurance Company promptly.

Maintenance of Insurance. The Borrower shallBorrower, at its expense, shall keep the Property insured by insurance carriers satisfactory to Lender against loss by fire, lightning, tornado, and other perils, covered by a standard extended coverage endorsement, in an amount equal to at least one hundred percent of the full replacement value thereof; and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets maintain insurance against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts amount as is customarily carried by owners and operators of similar properties and assets are insured as Lender may otherwise require for the protection of its security. Should the Premises at any time be located in an area designated by prudent companies in similar circumstances carrying on similar businessesthe Director of the Federal Emergency Management Agency or other appropriate official as a flood hazard area under the National Flood Insurance Act of 1968, as amended, Bxxxxxxx agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan, up to the maximum limit of coverage available under said Act, or as otherwise required by Lender, and with reputable and financially sound insurers, including self-to maintain such insurance to for the extent customary. At the request term of the Administrative Agentloan. All insurance policies maintained pursuant to this Deed of Trust shall name Bxxxxxxx and Lxxxxx as insureds, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its their respective interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, shall provide that all insurance proceeds there shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least or modification thereof without thirty (30) days after receipt advance written notice to the Lender. In the event of cancellation of such insurance, Trustee or Lender may procure such insurance and the cost thereof shall be added to the Secured Obligations and shall bear interest from the date of disbursement at a the Advance Rate. Borrower shall deliver to Lender the original policies of insurance and all endorsements and renewals thereof. All unearned premiums of such insurance policies are hereby assigned to Trustee as additional security for the Secured Obligations, and a sale and conveyance of the Property by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant Trustee shall operate to convey to the Mortgage or First Mortgage) shall be applied purchaser the Borrower's interest in accordance with and to all policies of insurance upon the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNProperty.

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

Maintenance of Insurance. The Borrower shall, and the Company shall ------------------------ cause each of its Subsidiaries to, insure (a) maintain with financially sound and reputable insurance companies insurance on itself and its properties in commercially reasonable amounts and assets against loss or damage by fire and with respect to the Properties in at least such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) amounts and against other at least such risks as are required under the Mortgages, (including errors and omissionsb) maintain Lender as named additional insured in respect of any such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-liability insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by under the Mortgages, and (c) furnish to Lender from time to time, upon written request, certificates of insurance or certified copies or abstracts of all insurance policies required under this Agreement and the other Loan Documents and a summary schedule indicating all such other information relating to such insurance then as Agent may reasonably request and as are required under the Mortgages. Pursuant to certain of the Mortgages, Agent may in force with respect its discretion from time to the time accept self-insurance by Kmart to satisfy certain of Borrower's insurance obligations under such Mortgages. Such policies Notwithstanding any provision of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee any Mortgage and lender loss payee as its interests may appear, regardless of whether Agent is then accepting self-insurance by Kmart as partial satisfaction of Borrower's insurance obligations, in the event Kmart shall commence a voluntary case concerning itself or an involuntary case is commenced against Kmart under the Bankruptcy Code or any breach similar proceedings or violation by the Borrower or its applicable subsidiary laws of any warrantiesjurisdiction, declarations Borrower shall immediately procure the insurance required pursuant to Section 3(a)-(d) of the Mortgage in respect of the Kmart leased premises, and shall provide written evidence of such insurance to Agent within two (2) Business Days of the occurrence of such event. If Borrower does not provide written evidence of the insurance as provided above, Agent shall have the right, but not the obligation, without notice to Borrower, to obtain such insurance coverage as Agent in its sole discretion deems appropriate, and all expenses incurred by Agent in connection with such action or conditions contained in obtaining such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds keeping it in effect shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgagepaid by Borrower to Agent upon demand, and (iii) provide that no cancellation of such policies until paid shall be effective until bear interest at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNDefault Rate.

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

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

Maintenance of Insurance. (a) The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties procure and assets against loss maintain or damage shall cause to be procured and maintained continuously in effect policies of insurance in form and amounts and issued by fire companies, associations, or organizations reasonably satisfactory to the Administrative Agent, covering such casualties, risks, perils, liabilities and such other insurable hazards as such assets are commonly insured (including firereasonably required by the Administrative Agent. In addition, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesthe Borrower shall, and shall cause each of its Subsidiaries to, comply with reputable all requirements regarding insurance contained in the Security Instruments. (b) All certified copies of policies or certificates thereof, and financially sound insurers, including self-endorsements and renewals thereof shall be delivered to and retained by the Administrative Agent. All policies of insurance to shall either have attached thereto a Lender's loss payable endorsement for the extent customary. At the request benefit of the Administrative Agent, the Borrower shall deliver as loss payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent with a certificate of insurance or a certified copy of all policies of insurance required. All policies or certificates of insurance signed by shall set forth the Borrower's independent insurance broker describing and certifying as to coverage, the existence limits of liability, the name of the insurance on carrier, the Collateral required to be maintained by this Agreement policy number, and other Loan Documents and a summary schedule indicating the period of coverage. In addition, all insurance then in force with respect to the Borrower. Such policies of insurance required under the terms hereof shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach an endorsement or violation agreement by the Borrower or its applicable subsidiary of insurer that any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds loss shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation such policy notwithstanding any act of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms negligence of the applicable Mortgage Borrower, or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.a Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in a

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

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

Maintenance of Insurance. The Borrower shallwill, and shall ------------------------ will cause each Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurancebusiness) and against other at least such risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and financially sound insurers, including self-insurance prudent in light of the size and nature of its business; and will furnish to the extent customary. At the request of the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. The Administrative Agent shall be the additional insured on any such liability insurance as its interests may appear and, if casualty insurance is obtained, the Administrative Agent shall be the additional loss payee under any such casualty insurance; provided that, subject to the mandatory prepayment provisions set forth in Section 5.2, so long as no Event of Default has occurred and is then continuing, the Secured Parties will provide (or permit the applicable insurance company to provide) any proceeds of such casualty insurance to the Borrower to the extent that the Borrower undertakes to apply such proceeds to the reconstruction, replacement or repair of the property insured thereby. All policies of insurance required by the terms of this Agreement or any Security Document shall deliver provide that each insurer shall endeavor to give at least 30 days’ prior written notice to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach cancellation of such insurance (or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except at least 10 days’ prior written notice in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies insurance due to non-payment of premiums). If any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) constitutes Mortgaged Property, each applicable Credit Party shall be effective until at least thirty (30) days after receipt maintain in full force and effect flood insurance for such property, structures and contents in such amount and for so long as required by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNFlood Insurance Regulations.

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies not Affiliates of Parent, and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds 70 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons. (b) Without limiting the foregoing, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify maintain, if available, fully paid flood hazard insurance on all real property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Collateral Agent as additional insuredor (in relation to Collateral or insurance subject to a Lien created pursuant to the English Debenture, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by maintain insurance in accordance with the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policiesEnglish Debenture), (ii) provide, except in furnish to the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms Collateral Agent evidence of the applicable Mortgage renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or First Mortgagelapse thereof, and (iii) provide that no cancellation furnish to the Collateral Agent prompt written notice of any redesignation of any such improved real property into or out of a special flood hazard area. (c) Cause the Collateral Agent and its successors and/or assigns to be named as Purchaser’s loss payee, assignee, chargee or mortgagee as its interest may appear, with respect to any such insurance providing property coverage and/or additional insured with respect to any such insurance providing general liability coverage, and cause each provider of such required insurance to agree, by endorsement upon the policy or policies shall be effective until at least issued by it, that it will give the Collateral Agent thirty (30) days after receipt by (or such lesser amount as the Administrative Collateral Agent of may agree to in its sole discretion) prior written notice before any such policy or policies shall be materially altered or canceled. So long as no Event of Default shall have occurred and be continuing, subject to Section 2.07(b), Parent and its Subsidiaries may retain all or any portion of the proceeds of any insurance of Parent and its Subsidiaries (and the Collateral Agent shall promptly remit to Parent or the applicable Subsidiary any proceeds with respect to such cancellation or change. Any monies insurance received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First MortgageAgent). The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.7.08

Maintenance of Insurance. The Borrower shallMaintain insurance with responsible and reputable insurance companies or associations (including, and shall ------------------------ cause each of its Subsidiaries towithout limitation, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including firecomprehensive general liability, extended coveragehazard, property damage, worker's compensation, public liability rent and business interruption insurance) and against other risks with respect to its properties (including errors all real properties leased or owned by it) and omissions) business, in such amounts and covering such risks as similar properties and assets are insured is required by prudent any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar circumstances carrying businesses similarly situated and which insurance shall not be less than the amount, adequacy and scope than the insurance maintained by or for the Issuer and its Subsidiaries on similar businessesthe Amendment Date (it being understood that the amount, adequacy and with reputable scope of any global insurance policies maintained by Parent or its Affiliates (the "Global Policies") may be changed in any manner provided that any such change does not materially affect the amount, adequacy or scope of the Issuer or the Subsidiary Guarantors' insurance coverage); provided, however, that if Collateral is sold pursuant to these Terms and financially sound insurersConditions of Notes, including self-the level of insurance may be reduced in a commercially reasonable manner. To the extent permitted pursuant to applicable law, as soon as practicable after the Amendment Date, the Issuer shall take all steps necessary to grant to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Collateral Agent certificates of a perfected Lien on its insurance signed by the Borrower's independent insurance broker describing polices and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force its rights with respect to insurance obtained by its Affiliates, it being understood that such steps may include the Borrower. Such policies inclusion of insurance shall contain special endorsementslenders loss payable endorsements directly or indirectly for the benefit of the Collateral Agent, in form and substance satisfactory to the Collateral Agent, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, provide that all insurance proceeds in excess of (euro)1,000,000 or payable after the insurer has received written notice from the Collateral Agent that an Event of Default then exists and is continuing (until a contrary notice is received), shall be adjusted payable directly to the Collateral Agent; provided, however, that the Collateral Agent shall assign such proceeds to the Issuer for the purpose of reinvestment to the extent that such reinvestment is approved by Requisite Noteholders or, if an Event of Default has not occurred and payable in accordance with is continuing, is not objected to by Requisite Noteholders within 45 days after the terms Noteholders have been notified thereof. All certificates of insurance, to the extent practicable, shall provide for not less than 30 days' prior written notice to the Collateral Agent of the applicable Mortgage exercise of any right of cancellation. If any Credit Party or First Mortgageany of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Issuer's expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, to the extent practicable, the Collateral Agent shall have the right, in the name of the Noteholders, any Credit Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and (iii) provide to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that no cancellation may be necessary to effect the collection, compromise or settlement of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant any claims that relate to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The Collateral under any such insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNpolicies.

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

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

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Lenders (x) on each anniversary of the Closing Date and such other date as the Administrative Agent shall reasonably request an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsementsendorsements required by the provisions of the Collateral Documents and shall be in form and substance acceptable to the Administrative Agent, which shall (i) specify including, without limitation, specifying the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, regardless of with the understanding that any breach or violation by obligation imposed upon the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, insured (iiincluding the liability to pay premiums) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms sole obligation of the applicable Mortgage or First Mortgage, Loan Parties and (iii) provide not that no cancellation of such policies the insured. The applicable Loan Parties shall be effective until at least thirty (30) days after receipt by notify the Administrative Agent promptly of written notice any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such cancellation loss or changedecline. Any If no Event of Default exists, any monies received by the Loan Parties constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgages) may, at the option of the Borrower (i) be applied by the Borrower to the payment of the Loans in such manner as the Borrower may reasonably determine, or (ii) be disbursed for the repair or restoration of such property and/or replacement with other operating assets. If an Event of Default exists, any monies received by the Loan Parties or the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First MortgageMortgages) shall may, at the option of the Administrative Agent, (i) be applied in accordance with by the terms Administrative Agent to the payment of the Loans in such manner as the Administrative Agent may reasonably determine, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPNthe Administrative Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received."

Maintenance of Insurance. The Borrower shallwill, and shall ------------------------ will cause each of its Subsidiaries other Credit Party to, insure its properties at all times maintain or cause to be maintained insurance in such amounts (with no greater risk retention, other than self-insurance in respect of health and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption dental insurance) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, including (a) workmen’s compensation insurance, (b) employer’s liability insurance, (c) comprehensive general public liability, (d) property damage, including insurance against losses customarily insured against as a result of damage by fire, lightning, hail, tornado, explosion and other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businessesrisk, and with reputable and financially sound insurers, including self-insurance to (e) comprehensive automobile liability insurance. All loss payable clauses or provisions in all such policies of property damage maintained by the extent customary. At the request Loan Parties shall be endorsed in favor of the Administrative Agent, for the Borrower benefit of the Secured Parties, and the Administrative Agent, on behalf of the Secured Parties, shall deliver to have been named as a loss payee thereunder. All such liability policies maintained by the Loan Parties shall name the Administrative Agent certificates of insurance signed and the Lenders as additional insureds thereunder. The Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as the Borrower's independent insurance broker describing ’s true and certifying as to lawful agent (and attorney-in-fact) for the existence purpose, after the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of the insurance Borrower on any check, draft, instrument or other item of payment for the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies and for making all determinations and decisions with respect thereto. It is understood that nothing in this Section shall be effective until at least thirty (30) days after receipt by affect the agreements of the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNin the Intercreditor Agreement.

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

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

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensationworkers' compensation (to the extent prudent or required by applicable Law), public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Agent. Without limiting the generality of the foregoing, with respect to any Property that is located in an area which has been identified by any Official Body as a flood hazard area or the like, then the Loan Parties shall maintain a flood insurance policy covering such Property in an amount not less than the full replacement value of such Property or the maximum limit of coverage available under any U.S. flood insurance coverage program. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Banks (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall shall, except to the extent waived by the Agent, (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case that so long as no Event of public liability insurance and workmen's compensation insuranceDefault exists, that all insurance proceeds shall be adjusted with and payable in accordance with to the terms applicable Loan Parties to be used for restoration or repair of property or assets of the Loan Parties or other applicable Mortgage or First Mortgageuse for such proceeds in the business of the Loan Parties, and that if an Event of Default exists, all insurance proceeds shall be adjusted with and payable to the Agent to be applied as hereinafter provided in this Section 8.1.3, (iiivi) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies received by The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. The Borrowers shall notify the Agent constituting of receipt or pending receipt of insurance proceeds or condemnation in excess of $500,000 in the aggregate in any fiscal year. The Borrowers covenant and agree that all insurance proceeds (permitted to be paid to the Borrowers pursuant to the Mortgage or First Mortgage) this Section 8.1.3 shall be applied by the Borrowers, subject to applicable law, to the repair, restoration and/or replacement of property in accordance with respect of which such proceeds were received. If an Event of Default exists, insurance proceeds shall be paid to the terms Agent, and subject to requirements of applicable law, such proceeds shall be applied as determined at the discretion of the Agent and the Required Banks for either, (i) application to the payment of the Loans in such manner as the Agent and the Required Banks determine, or (ii) disbursement to the applicable Mortgage Loan Parties on such terms as are deemed appropriate by the Agent and the Required Banks for the repair, restoration and/or replacement of property in respect of which such proceeds were received (it being expressly agreed that neither the Agent nor any Bank shall be deemed to have elected either option (i) or First Mortgage(ii) of this sentence until such option is specifically elected in writing, and until so elected, neither Agent nor any Bank shall in any circumstances be deemed to have waived their right to make such election). The If an Event of Default exists, in the event of loss Agent shall have the exclusive right to adjust, collect and compromise all insurance requirements set forth herein may be satisfied through blanket insurance obtained claims, and maintained by MPNLoan Parties shall not adjust, collect or compromise any claims under said policies without the prior written consent of Agent. If an Event of Default exists, each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Agent instead of to the applicable Loan Party and Agent and each Loan Party hereby appoints Agent as such Loan Party's attorney-in-fact to endorse any draft therefor.

Maintenance of Insurance. The Borrower shall, (A) Seller shall (i) maintain or cause to be maintained in full force and shall ------------------------ cause each effect all policies of its Subsidiaries to, insure its properties insurance of any kind with respect to Seller's property and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured business (including policies of life (including "key man" coverage, as applicable), fire, extended coveragetheft, product liability, public liability, property damage, worker's other casualty, employee fidelity, workers' compensation, public liability and business interruption and employee health and welfare insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-and reputable insurance to the extent customary. At the request companies or associations (in each case that are not affiliates of Seller) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the Administrative Agentsize and character of Seller's business and in any event in form and substance reasonably acceptable to Buyer and (ii) cause all such liability insurance relating to any property or business Seller to name Buyer, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests interest may appear, regardless of any breach or violation by the Borrower or appear and shall use its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) commercially reasonable efforts to provide that no cancellation of such policies cancellation, material addition in amount or material change in coverage shall be effective until at least after thirty (30) days after receipt by (or ten (10) days in the Administrative Agent case of written a payment default) notice thereof to Buyer. Buyer shall be entitled, upon reasonable advance notice, to review Seller's insurance policies carried and maintained with respect to the Grantors' obligations under this Section 8.1.9. Upon request, Seller shall furnish Buyer with copies of all insurance policies, binders, and cover notes or other evidence of such cancellation or changeinsurance. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant Notwithstanding anything to the Mortgage contrary herein, no provision of this Section 8.1.9 or First Mortgage) any provision of this Agreement shall be applied in accordance with impose on Buyer any duty or obligation to verify the terms existence or adequacy of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and coverage maintained by MPNSeller, nor shall Buyer be responsible for any representations or warranties made by or on behalf of Seller to any insurance broker, company or underwriter. Buyer, at its sole option, may obtain such insurance if not provided by Seller and in such event, Seller shall reimburse Buyer upon demand for the cost thereof together with interest. Seller shall also carry and maintain, should Seller's risk profile change during the term of this Agreement, any other insurance that Buyer may reasonably require from time to time.

Maintenance of Insurance. The Borrower shallMaintain, and shall ------------------------ cause each of its Subsidiaries toto maintain, insure its properties with responsible and assets against loss reputable insurance companies or damage by fire and such other insurable hazards as such assets are commonly insured associations insurance (including fireincluding, extended coveragewithout limitation, property damagecomprehensive general liability, worker's compensationhazard, public liability rent and business interruption insurance) and against other risks with respect to their properties (including errors all real properties leased or owned by them) and omissions) business, in such amounts and covering such risks, as similar properties and assets are insured is required by prudent any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar circumstances carrying on similar businessesbusinesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Lender. All certificates of insurance are to be delivered with the loss payable and additional insured endorsement in the Lender's favor, and with reputable shall provide for not less than 30 days' prior written notice to the Lender of the exercise of any right of cancellation. If the Borrower or any Guarantor fails to maintain such insurance, the Lender may arrange for such insurance, but at the Borrower's expense and financially sound insurerswithout any responsibility on the Lender's part for obtaining the insurance, including self-the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Lender (or, to the extent customary. At that it is the request of the Administrative Agentprimary loss payee, the Borrower shall deliver Senior Lender, subject to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First MortgageSenior Intercreditor Agreement) shall have the sole right, in the name of the Lender and the Borrower and Guarantors, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and (iii) provide to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket necessary to effect the collection, compromise or settlement of any claims under any such insurance obtained and maintained by MPNpolicies.

Maintenance of Insurance. The Maintain with insurance companies that the Lead Administrative Borrower shall, and shall ------------------------ cause each believes (in the good faith judgment of its Subsidiaries tomanagement) are financially sound and reputable at the time the relevant coverage is placed or renewed, insure its insurance with respect to the properties and assets business of the Loan Parties and their Restricted Subsidiaries against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Loan Parties and their Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and will furnish to the extent customary. At the Lenders, upon written request of from the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying information presented in reasonable detail as to the existence insurance so carried. Each such policy of insurance shall, as appropriate and to the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force extent customary with respect to jurisdictions outside the Borrower. Such policies of insurance shall contain special endorsementsUnited States, which shall (ia) specify name the Collateral Agent Agent, on behalf of the Secured Parties, as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by (b) to the Borrower or its applicable subsidiary of any warrantiesextent available from the relevant insurance carrier, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability each casualty insurance and workmen's compensation insurancepolicy, contain a lender’s loss payable clause or endorsement reasonably acceptable to the Collateral Agent that all insurance proceeds shall be adjusted and payable in accordance with names the terms Collateral Agent, on behalf of the applicable Mortgage or First Mortgage, Secured Parties as the lender’s loss payee thereunder and (iiic) provide to the extent available from the relevant insurance carrier, in the case of each liability or casualty insurance policy, contain an endorsement providing that no cancellation such policy shall not be canceled or not renewed (i) by reason of such policies shall be effective until at least nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days after receipt days’ prior written notice thereof by the Administrative Agent of written notice of such cancellation or change. Any monies received by insurer to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First MortgageAgent. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.SECTION 8.6

Maintenance of Insurance. The Borrower shall, Maintain in full force and shall ------------------------ cause each of effect insurance with respect to its Subsidiaries to, insure Property and its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured businesses (including fireworker's compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability insurance and business interruption insurance) with insurers rated A‑ or better by A.M. Best's Key Rating Guide (or any successor thereto), in such amounts, covering such risks and against liabilities and with such deductibles or self-insurance retentions as are deemed sufficient for Consolidated Parties by the management of Borrower Agent in the exercise of reasonable business judgment and reasonably acceptable to Agent, provided that such insurance with respect to the Property of Obligors shall cover casualty, hazard, public liability, theft, malicious mischief and such other risks risks, in such amounts and with such endorsements, as are reasonably satisfactory to Agent. From time to time upon Agent's request, Obligors shall deliver the originals or certified copies of their insurance policies to Agent. Agent shall be named as lender loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and (unless otherwise agreed by Agent in its Permitted Discretion) each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Agent, that it will give Agent 30 days prior written notice before any such policy or policies shall be altered in a manner materially adverse to the insured or Agent and Lenders or canceled (but ten days prior written notice of cancellation for non‑payment of premiums) and that the interests of Agent shall not be impaired or invalidated by any act or neglect of any Obligor or by the occupation of the premises for purposes more hazardous than are permitted by the policy. All proceeds under each policy of insurance with respect to Collateral shall be payable to Agent and (without duplication) the proceeds under each general liability policy and each excess liability policy up to the amount necessary to reimburse Agent for any out‑of‑pocket losses, claims, damages and related expenses actually suffered by Agent as a result of its relationship with Obligors under the Credit Documents shall be payable to Agent, provided, however, that, if no Event of Default has occurred and is continuing and subject to Section 7.5.2(b), (a) any proceeds of insurance for Collateral (other than proceeds from general liability, workers' compensation or D&O insurance) shall be deposited into a Springing Dominion Account (if no Cash Dominion Trigger Event then exists) or into a Dominion Account (if a Cash Dominion Trigger Event then exists), and (b) if no Cash Dominion Trigger Event then exists, such proceeds may be used by Obligors in the Ordinary Course of Business, including errors the replacement of Collateral. Proceeds from any business interruption insurance may be used by Obligors in the Ordinary Course of Business. The Borrowers will, and omissionswill cause each Subsidiary to, procure and maintain flood insurance on all Real Estate of Calumet Montana (other than pipeline rights of way or pipeline easements) subject to a Refinery Mortgage located in a “Special Flood Hazard Area” as designated on maps prepared by the Federal Emergency Management Agency, on such terms and in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed required by the Borrower's independent insurance broker describing and certifying Flood Disaster Protection Act of 1973, as amended from time to the existence of the insurance on the Collateral time, or as otherwise reasonably required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent.

Maintenance of Insurance. The Borrower shall7.1.3.1 Each Loan Party shall maintain, and shall ------------------------ cause each of its Subsidiaries toto maintain, insure insurance covering its properties and assets against loss or damage by fire and against such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Banks (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmenworker's compensation insurance, that all insurance proceeds for losses of less than $500,000 shall be adjusted with and payable in accordance to the Loan Parties and that all insurance proceeds for losses of $500,000 or more shall be adjusted with and payable to the terms Agent, (vi) include effective waivers by the insurer of all claims for insurance premiums against the applicable Mortgage or First MortgageAgent, and (iiivii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies received by The Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Without limiting the foregoing, the Borrower shall have on the Funding Date, $2,000,000 key-man insurance policies on each of the lives of XxXxxx and Few, which have been collaterally assigned to the Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms Collateral Assignment of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNLife Insurance.

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

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

Maintenance of Insurance. The Each Loan Party will maintain with financially sound and reputable insurers that are licensed to do business in the State where the policy is issued and, with respect to any property and casualty insurance, also in the States where the Eligible Asset is located, insurance with respect to its properties and business against such casualties and contingencies, as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas, and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent in accordance with sound business practices and the determination of management of the Loan Parties; provided, however, that such requirement may be satisfied with respect to the Eligible Assets by the lessees pursuant to the Eligible Leases. On or before the Closing Date, Borrower shallshall furnish to Agent a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by Borrower (or such lessees) and shall cause each issuer of an insurance policy to provide Agent with an endorsement (i) showing Agent as a loss payee with respect to each policy of property or casualty insurance and naming Agent as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days' notice will be given to Agent prior to any cancellation of, or material reduction or change in coverage provided by or other material modification to such policy, and also a cross liability/severability endorsement. Borrower and the other Loan Parties shall be responsible for all premiums on insurance policies, subject to the requirements of the Eligible Leases. Upon Agent’s request, Borrower shall deliver duplicate originals or certified copies of all such policies to Agent, and shall ------------------------ cause each of its Subsidiaries to, insure its properties promptly furnish to Agent all renewal notices and assets against loss evidence that all premiums or damage by fire portions thereof then due and such other insurable hazards as such assets are commonly insured payable have been paid. At least fifteen (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance15) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance days prior to the extent customary. At the request expiration date of the Administrative Agentpolicies, the Borrower shall deliver to the Administrative Agent certificates evidence of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence continued coverage, including a certificate of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein as may be satisfied through blanket insurance obtained and maintained by MPNsatisfactory to Agent.

Maintenance of Insurance. The Borrower shall(a) Maintain (i) property damage insurance with respect to the Collateral, in such amounts, with such endorsements and with such insurers (rated A+ or better by A.M. Best Rating Guide) as are satisfactory to the Administrative Agent in its Credit Judgment (it being understood that policies in form and substance acceptable to the Administrative Agent in connection with the closing on the Closing Date shall be acceptable to the Administrative Agent thereafter absent a change in law, facts and/or circumstances), and shall ------------------------ cause each (ii) maintain, with financially sound and reputable insurance companies not Affiliates of its Subsidiaries tothe Borrower, insure other insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customaryby such other Persons. At the request of Unless the Administrative AgentAgent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing the Borrower shall deliver Administrative Agent as sole loss payee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to the Administrative Agent certificates in the event of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence cancellation of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall policy for any reason whatsoever (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurancefailure to pay premiums, that all insurance proceeds in which case 10 days prior written notice shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, required); and (iii) provide specifying that no cancellation the interest of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent shall not be impaired or invalidated by any act or neglect of written notice any 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 Borrower fails to provide and pay for such cancellation or change. Any monies received by insurance, the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant may, at its option with notice to the Mortgage Borrower Agent, but shall not be required to, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to the Administrative Agent, promptly as rendered, copies of all material claims made to insurance companies. While no Event of Default exists, Borrowers may settle, adjust or First Mortgage) compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Administrative Agent shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained authorized to settle, adjust and maintained by MPNcompromise such claims.

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

Maintenance of Insurance. The Borrower shallshall insure, and ------------------------ shall ------------------------ cause each of its Subsidiaries toto insure, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At , and against public liability for damages and against other risks (including errors and omissions) in amounts normally carried by prudent companies carrying on similar businesses and satisfactory to the request of the Administrative Agent, the subject to availability of such insurance coverage. The Borrower shall deliver to the Administrative Agent certificates (x) on the Closing Date, an original certificate of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Senior Loan Documents and (y) on an annual basis, a summary schedule indicating all insurance then in force with respect to the BorrowerCompanies. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and insured or lender loss payee as its interests may appear, as appropriate (other than with respect to fidelity bond, directors and officers and errors and omissions coverage) with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the Companies and not that of the Agent, (ii) provide that the interest of the Agent and the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Companies of any warranties, declarations or conditions contained in such policies or any action or inaction of the Companies or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Revolving Credit Commitments and the Swing Loan Commitment have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $500,000 shall be adjusted with and payable in accordance with to the terms applicable Companies for the repair, restoration and/or replacement of the applicable Mortgage property in respect of which such proceeds were received and that all insurance proceeds for losses of $500,000 or First Mortgagemore shall be adjusted with and payable to the Agent for the benefit of the Banks, and (iiivi) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such policies for non-payment of premium shall be effective until at least ten (10) days after receipt by the Agent of written notice of such cancellation and no cancellation of such policies for any other reason nor any change therein (other than changes in the ordinary course of the insurer's business which will not reduce the monetary amount of such insurance or materially and adversely affect the type of coverage provided by such insurance) shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. The Borrower shall notify the Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Agent, (pursuant i) be applied by the Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the Term Loans in the inverse order of scheduled maturities and then to the Revolving Credit Loans, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Company on such terms as are deemed appropriate by MPNthe Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, including physical hazard insurance on an “all-risk” basis of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing (for so long as such provision is commercially available, provided that, if not so available, the Borrower has notified the Administrative Agent thereof) for not less than 30 days' prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance. At all times prior to the applicable Collateral Release Date, the Administrative Agent, on behalf of the Lenders, shall be included as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral. With respect to each portion of Mortgaged Property on which any Additional Facility is located, the Borrower shall, and shall ------------------------ cause each of its Restricted Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) obtain flood insurance in such amounts total amount as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting the Required Lenders may from time to time require, to the extent such flood insurance proceeds coverage is available, if at any time the area in which any such Additional Facility is located is designated as a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or condemnation proceeds (any successor agency), and otherwise comply with the Flood Insurance Laws. In addition, to the extent the Borrower or any Restricted Subsidiary fails to obtain or maintain satisfactory flood insurance required pursuant to the Mortgage or First Mortgage) preceding sentence with respect to any relevant property, the Administrative Agent shall be applied permitted, in accordance with its sole discretion, and, at the terms direction of the Required Lenders, shall obtain forced placed insurance at the Borrower’s expense to ensure compliance with any applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNFlood Insurance Laws.

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

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

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Agent. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $1,000,000 shall be adjusted with and payable in accordance with the terms of to the applicable Mortgage Loan Parties and that all insurance proceeds for losses of $1,000,000 or First Mortgagemore shall be adjusted with and payable to the Agent, and (iiivi) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received , (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds Collateral, and (pursuant to ix) provide that inasmuch as the Mortgage or First Mortgagepolicy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall be applied operate as if there were a separate policy covering each insured. The applicable Loan Parties shall notify the Agent promptly of any occurrence causing a material loss or decline in accordance with the terms value of the applicable Mortgage Collateral and the estimated (or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNactual, if available) amount of such loss or decline.

Maintenance of Insurance. The (a) Maintain, or cause to be maintained, with the Captive Insurance Subsidiaries or with insurance companies reasonably believed by the Borrower shallto be financially sound and reputable (none of which are Affiliates of the Loan Parties, and shall ------------------------ cause each of its Subsidiaries to, insure except for the Captive Insurance Subsidiaries) insurance with respect to its properties and assets business against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts amounts, with such deductibles and covering such risks as are customarily carried by Persons engaged in similar businesses and owning similar properties in the same or similar localities where the applicable Loan Party or the applicable Subsidiary operates, including without limitation flood insurance; provided, however, that the Borrower and assets are insured by prudent its Subsidiaries may self-insure to the same extent as other companies engaged in similar circumstances carrying on businesses and owning similar businesses, properties in the same general areas in which the Borrower or such Subsidiary operates and with reputable and financially sound insurers, including self-insurance to the extent customaryconsistent with prudent business practice. At The Administrative Agent shall be named as mortgagee with respect to real property insurance policies, loss payee with respect to liability insurance policies and additional insured with respect to all liability policies, in each case as its interest may appear, with respect to any such insurance providing coverage in respect of any material Collateral, and each provider of any such insurance shall agree, by endorsement upon the request of policy or policies issued by it or by independent instruments furnished to the Administrative Agent, the Borrower shall deliver to that it will give the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by prior written notice before any such policy or policies shall be altered or canceled. The Captive Insurance Subsidiaries shall not provide insurance or reinsurance coverage for any Person other than the Borrower, the other Loan Parties, Affiliates of Borrower, the other Excluded Subsidiaries, transportation providers or Managed Entities, without the prior written consent of the Administrative Agent of written notice of such cancellation or changeAgent. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.117

Maintenance of Insurance. The Borrower shall, Maintain in full force and shall ------------------------ cause each of effect (i) insurance with respect to its Subsidiaries to, insure Property and its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured businesses (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability insurance and business interruption insurance) with insurers rated A- or better by A.M. Best’s Key Rating Guide (or any successor thereto), in such amounts, covering such risks and against liabilities and with such deductibles or self-insurance retentions as are deemed sufficient for Consolidated Parties by the management of MLP Parent in the exercise of reasonable business judgment and reasonably acceptable to Xxxx, provided that such insurance with respect to the Property of the Company Entities and their Restricted Subsidiaries shall cover casualty, hazard, public liability, theft, malicious mischief and such other risks risks, in such amounts and with such endorsements, as are reasonably satisfactory to Xxxx and (including errors and omissionsii) in addition to the foregoing, insurance in such amounts as similar properties required in Article 14 and assets are insured by prudent companies otherwise comply with the requirements as set forth in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance Article 14. From time to the extent customary. At the request of the Administrative Agenttime upon Xxxx’x request, the Borrower Transaction Parties shall deliver the originals or certified copies of their insurance policies to the Administrative Agent certificates Xxxx. All proceeds under each policy of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to Collateral and X. Xxxx Property shall be payable to Xxxx and (without duplication) the Borrower. Such policies proceeds under each general liability policy and each excess liability policy up to the amount necessary to reimburse Xxxx for any out of pocket losses, claims, damages and related expenses actually suffered by Xxxx as a result of its relationship with the Transaction Parties under the Transaction Documents shall be payable to Xxxx, provided, however, that, if no Event of Default has occurred and is continuing any proceeds of insurance shall contain special endorsements, which shall (i) specify the for Collateral Agent as additional insured, mortgagee and lender loss payee as its interests X. Xxxx Property may appear, regardless of any breach or violation be used by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except Company Entities in the case Ordinary Course of public liability insurance Business, including the 49 4161-8074-0173.23 ​ ​ ​ replacement of Collateral and workmen's compensation X. Xxxx Property. Proceeds from any business interruption insurance, that all general liability, workers’ compensation or D&O insurance proceeds shall may be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt used by the Administrative Agent Company Entities in the Ordinary Course of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNBusiness.

Maintenance of Insurance. The Borrower (a) Each Loan Party shall, and shall ------------------------ cause each of its Restricted Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, insurers having a financial strength rating of at least A- by A.M. Best Company (or otherwise reasonably satisfactory to the Administrative Agent) and including self-insurance to the extent customarycustomary (but not with respect to insurance on Collateral included in any portion of the Borrowing Base, Material Real Property or Material Intellectual Property), all as reasonably acceptable by the Administrative Agent and as may be required pursuant to the terms of the Collateral Documents. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates (x) annually a certificate of insurance signed by the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, (y) copies of the endorsements described in the next two (2) sentences attached to such certificate, and (z) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such All insurance policies required in this clause shall name the Administrative Agent (for the benefit of the Administrative Agent and the Secured Parties) as an additional insured, as applicable, and with respect to casualty policies covering Collateral, as mortgagee or as lender loss payee, as applicable, and shall contain lender loss payable clauses or mortgagee clauses, as applicable, through endorsements in form and substance reasonably satisfactory to the Administrative Agent. Additionally, such policies of insurance shall contain special endorsementsprovide that it shall not be canceled, which shall modified or not renewed (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless by reason of any breach or violation nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the Borrower insurer to the Administrative Agent or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) providefor any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent. The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, except if available) amount of such loss or decline. Subject in all cases to the case provisions of public liability insurance and workmen's compensation insurancethis Agreement (including, that all without limitation, Section 5.12), any monies received by the Administrative Agent constituting insurance proceeds shall may, at the option of the Administrative Agent, be adjusted and payable applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthis Agreement.

Maintenance of Insurance. The Borrower shallMaintain with financially sound and reputable insurance companies not Affiliates of any Loan Party, and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons and as are otherwise acceptable to or required by Lender and providing for not less than thirty (30) days’ prior notice to Lender of termination, lapse or cancellation of such insurance. In the case of insurance on any of the Collateral, Borrower shall cause Lender to be named as loss payee (with a lender’s loss payable endorsement) with respect to all personal property, insured mortgagee with respect to all real property (including leased premises) and additional insured with respect to all liability insurance, as its interests may appear within thirty (30) days’ notice to be given Lender by the insurance carrier prior to material modification of such insurance coverage. Any material modification of any insurance policy or coverage, including without limitation any decrease in the amount of coverage, must be approved by Lender in writing prior to the extent customaryeffective date of such modification, providedthat, Lender’s prior approval shall not be required: (a) for reductions in the amount of worker’s compensation insurance coverage related to any decrease in employees of Loan Parties, (b) for any reductions in the amount of automobile insurance coverage due to any reduction in any vehicles owned by Loan Parties, or (c) for any reductions in casualty loss insurance coverage related to the Disposition of any insured assets of Loan Parties. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying Lender from time to time, as to the existence of the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and Lender may request, a summary schedule indicating all insurance then terms in force with respect to Loan Parties. Without limiting the Borrower. Such policies of foregoing, Borrower shall maintain, or cause to be maintained, insurance shall contain special endorsements, which shall (i) specify coverage for all Navy Yard Equipment in amounts reasonably acceptable to Lender with such coverage to be in effect at the Collateral Agent time the Navy Yard Equipment is delivered to Loan Parties and increasing with each delivery so that such Navy Yard Equipment is always fully insured and that Lender is always named as additional insured, mortgagee and lender a loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained with a lender’s loss payee endorsement in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant form acceptable to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNLender.

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

Maintenance of Insurance. The Borrower shallshall insure, and shall ------------------------ cause each of its Subsidiaries toto insure, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At , and against public liability for damages and against other risks (including errors and omissions) in amounts normally carried by prudent companies carrying on similar businesses and satisfactory to the request of the Administrative Agent, the subject to availability of such insurance coverage. The Borrower shall deliver to the Administrative Agent certificates (x) on the Closing Date, an original certificate of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Senior Loan Documents and (y) on an annual basis, a summary schedule indicating all insurance then in force with respect to the BorrowerCompanies. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and insured or lender loss payee as its interests may appear, as appropriate (other than with respect to fidelity bond, directors and officers and errors and omissions coverage) with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the Companies and not that of the Agent, (ii) provide that the interest of the Agent and the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Companies of any warranties, declarations or conditions contained in such policies or any action or inaction of the Companies or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Revolving Credit Commitments and the Swing Loan Commitment have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $500,000 shall be adjusted with and payable in accordance with to the terms applicable Companies for the repair, restoration and/or replacement of the applicable Mortgage property in respect of which such proceeds were received and that all insurance proceeds for losses of $500,000 or First Mortgagemore shall be adjusted with and payable to the Agent for the benefit of the Banks, and (iiivi) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such policies for non-payment of premium shall be effective until at least ten (10) days after receipt by the Agent of written notice of such cancellation and no cancellation of such policies for any other reason nor any change therein (other than changes in the ordinary course of the insurer's business which will not reduce the monetary amount of such insurance or materially and adversely affect the type of coverage provided by such insurance) shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. The Borrower shall notify the Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Agent, (pursuant i) be applied by the Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the Revolving Credit Loans, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Company on such terms as are deemed appropriate by MPNthe Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The Maintain with insurance companies that the Lead Administrative Borrower shall, and shall ------------------------ cause each believes (in the good faith judgment of its Subsidiaries tomanagement) are financially sound and reputable at the time the relevant coverage is placed or renewed, insure its insurance with respect to the properties and assets business of the Loan Parties and their Restricted Subsidiaries against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, of such types and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Loan Parties and their 183 Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and will furnish to the extent customary. At the Lenders, upon written request of from the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying information presented in reasonable detail as to the existence insurance so carried. Each such policy of insurance shall, as appropriate and to the insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force extent customary with respect to jurisdictions outside the Borrower. Such policies of insurance shall contain special endorsementsUnited States, which shall (ia) specify name the Collateral Agent Agent, on behalf of the Secured Parties, as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by (b) to the Borrower or its applicable subsidiary of any warrantiesextent available from the relevant insurance carrier, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability each casualty insurance and workmen's compensation insurancepolicy, contain a lender’s loss payable clause or endorsement reasonably acceptable to the Collateral Agent that all insurance proceeds shall be adjusted and payable in accordance with names the terms Collateral Agent, on behalf of the applicable Mortgage or First Mortgage, Secured Parties as the lender’s loss payee thereunder and (iiic) provide to the extent available from the relevant insurance carrier, in the case of each liability or casualty insurance policy, contain an endorsement providing that no cancellation such policy shall not be canceled or not renewed (i) by reason of such policies shall be effective until at least nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days after receipt days’ prior written notice thereof by the Administrative Agent of written notice of such cancellation or change. Any monies received by insurer to the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent.

Maintenance of Insurance. The Maintain in all material respects in full force and effect, with insurance companies that the Borrower shallbelieves (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and shall ------------------------ cause each prudent in light of the size and nature of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurancebusiness) and against other at least such risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurerssuch risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower Parties (for the avoidance of doubt, including self-such coverage shall not include flood insurance except to the extent customaryrequired by applicable law). At the request of the Administrative AgentSubject to Section 6.15, the Borrower shall deliver use commercially reasonable efforts to ensure that at all times the Administrative Agent certificates Collateral Agent, for the benefit of insurance signed the Secured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the Borrower's independent insurance broker describing Borrower and certifying as to each Subsidiary Guarantor and the existence Collateral Agent, for the benefit of the insurance on the Collateral required to Secured Parties, shall be maintained by this Agreement named as loss payee and other Loan Documents and a summary schedule indicating all insurance then in force mortgagee with respect to the Borrower. Such property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies of insurance shall contain special endorsementsbe paid to the Borrower or applicable Subsidiary Guarantor, which shall (iB) specify to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured, mortgagee and lender insured or loss payee as its interests may appear, regardless of under any breach or violation property insurance maintained by the Borrower or and its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First MortgageSubsidiaries, and (iiiC) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds agrees that the Borrower and/or its Subsidiaries shall have the sole right to adjust or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNsettle any claims under such insurance.

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

Maintenance of Insurance. The Borrower shall, Maintain in full force and shall ------------------------ cause each of effect insurance with respect to its Subsidiaries to, insure Property and its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured businesses (including fireworker’s compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability insurance and business interruption insurance) with insurers rated A- or better by A.M. Best’s Key Rating Guide (or any successor thereto), in such amounts, covering such risks and against liabilities and with such deductibles or self-insurance retentions as are deemed sufficient for Consolidated Parties by the management of Borrower Agent in the exercise of reasonable business judgment and reasonably acceptable to Agent, provided that such insurance with respect to the Property of Obligors shall cover casualty, hazard, public liability, theft, malicious mischief and such other risks risks, in such amounts and with such endorsements, as are reasonably satisfactory to Agent. From time to time upon Agent’s request, Obligors shall deliver the originals or certified copies of their insurance policies to Agent. Agent shall be named as lender loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and (unless otherwise agreed by Agent in its Permitted Discretion) each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Agent, that it will give Agent 30 days prior written notice before any such policy or policies shall be altered in a manner materially adverse to the insured or Agent and Lenders or canceled (but ten days prior written notice of cancellation for non-payment of premiums) and that the interests of Agent shall not be impaired or invalidated by any act or neglect of any Obligor or by the occupation of the premises for purposes more hazardous than are permitted by the policy. All proceeds under each policy of insurance with respect to Collateral shall be payable to Agent and (without duplication) the proceeds under each general liability policy and each excess liability policy up to the amount necessary to reimburse Agent for any out-of-pocket losses, claims, damages and related expenses actually suffered by Agent as a result of its relationship with Obligors under the Credit Documents shall be payable to Agent, provided, however, that, if no Event of Default has occurred and is continuing and subject to Section 7.5.2(b), (a) any proceeds of insurance for Collateral (other than proceeds from general liability, workers’ compensation or D&O insurance) shall be deposited into a Springing Dominion Account (if no Cash Dominion Trigger Event then exists) or into a Dominion Account (if a Cash Dominion Trigger Event then exists), and (b) if no Cash Dominion Trigger Event then exists, such proceeds may be used by Obligors in the Ordinary Course of Business, including errors the replacement of Collateral. Proceeds from any business interruption insurance may be used by Obligors in the Ordinary Course of Business. The Borrowers will, and omissionswill cause each Subsidiary to, procure and maintain flood insurance on all Real Estate of Calumet Montana (other than pipeline rights of way or pipeline easements) subject to a Refinery Mortgage located in a “Special Flood Hazard Area” as designated on maps prepared by the Federal Emergency Management Agency, on such terms and in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed required by the Borrower's independent insurance broker describing and certifying Flood Disaster Protection Act of 1973, as amended from time to the existence of the insurance on the Collateral time, or as otherwise reasonably required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNAgent.

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Lenders (x) on the Closing Date and annually thereafter an original certificate of insurance signed by of the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance reasonably acceptable to the Administrative Agent, which shall (i) specify the Collateral Administrative Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Lenders shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms policies or any action or inaction of the applicable Mortgage Loan Parties or First Mortgageothers insured under such policies, and (iii) provide that no cancellation of such policies for any reason (including non-payment of premium) shall be effective until at least thirty ten (3010) days after receipt by the Administrative Agent of written notice of such cancellation or change, (iv) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (v) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies received by The applicable Loan Parties shall notify the Administrative Agent promptly of any casualty or condemnation event causing a loss or decline in value of the Collateral Agent in excess of $50,000,000 and the estimated (or actual, if available) amount of such loss or decline. Upon the occurrence of an Event of Default that has not been waived, monies constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First MortgageMortgages) shall be applied paid to the Administrative Agent and the Administrative Agent may, at its option, (i) apply such proceeds to the payment of the Loans in accordance such manner as the Administrative Agent may reasonably determine, or (ii) disburse such proceeds to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received. Each Loan Party shall take all actions required under the Flood Laws and/or reasonably requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the terms Flood Laws applicable to the Collateral, including, to the extent applicable, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the applicable Mortgage or First Mortgage. The Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance requirements set forth herein may be satisfied through blanket for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance obtained in full force and maintained effect for so long as required by MPNthe Flood Laws.

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Agent. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Banks (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $2,500,000 shall be adjusted with and payable in accordance with the terms of to the applicable Mortgage Loan Parties and that all insurance proceeds for losses of $2,500,000 or First Mortgagemore shall be adjusted with and payable to the Agent, and (iiivi) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies The applicable Loan Parties shall notify the Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Proceeds received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.as follows

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

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

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

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower The Loan Parties shall deliver to the Administrative Collateral Agent certificates (x) on the Closing Date and annually thereafter an original certificate of insurance signed by of the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents and Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and, (y) at the request of the Collateral Agent, from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance reasonably acceptable to the Collateral Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Lenders shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms policies or any action or inaction of the applicable Mortgage Loan Parties or First Mortgageothers insured under such policies, and (iii) provide to the extent commercially available that no cancellation of such policies for any reason (including non-payment of premium) shall be effective until at least thirty ten (3010) days after receipt by the Administrative Collateral Agent of written notice of such cancellation cancellation, (iv) be primary without right of contribution of any other insurance carried by or changeon behalf of any additional insureds with respect to their respective interests in the Collateral, and (v) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any monies received by The applicable Loan Parties shall notify the Administrative Agent or Collateral Agent promptly of any casualty or condemnation event causing a loss or decline in value of the Collateral in excess of $50,000,000 and the estimated (or actual, if available) amount of such loss or decline. Upon the occurrence of an Event of Default under Sections 9.01(a) (unless that has been waived), 9.01(k) or 9.01(l), monies constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First MortgageMortgages, if any) shall be paid to the Collateral Agent and applied in accordance with Section 9.02(e) and the terms Collateral Documents. Each Loan Party shall take all actions required under the Flood Laws and/or reasonably requested by the Collateral Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, to the extent applicable, providing the Collateral Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a Mortgage in favor of the applicable Mortgage or First MortgageCollateral Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required by the Flood Laws. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNPromptly upon the knowledge of a Loan Party of a Flood Structure being located upon a parcel of Real Property which is not a Flood Regulation Property, the Borrower shall give written notice to the Collateral Agent of such new Flood Structure.

Maintenance of Insurance. The Borrower shallMaintain or cause to be maintained, with financially sound and shall ------------------------ cause each reputable insurers rated not less than B+, Class VI by Best’s, comprehensive general liability insurance, professional liability (malpractice) insurance, business interruption insurance and all risk casualty insurance with respect to liabilities, losses or damage in respect of its Subsidiaries tothe assets, insure its properties and assets against loss businesses of each Loan Party as may customarily be carried or damage maintained under similar circumstances by fire and such other insurable hazards as such assets are commonly insured (including firePersons of established reputation engaged in similar businesses, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in each case in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses(giving effect to self insurance), with such deductibles, covering such risks, and with reputable in amounts and financially sound insurersotherwise on such terms and conditions as shall be customary for such Persons (including perils of flood, including self-insurance quake and/or windstorm, as applicable) and reasonably acceptable to the extent customary. At the request of the Administrative Agent. It being acknowledged and agreed that the insurers engaged by Borrowers as of the Closing Date are reasonably acceptable to Administrative Agent. Without limiting the generality of the foregoing, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required Loan Parties will maintain or cause to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all flood insurance then in force with respect to each Flood Hazard Property that is located in a community that participates in the BorrowerNational Flood Insurance Program, in each case in compliance with any applicable regulations of the FRB. Such policies Each such policy of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent name Administrative Agent, on behalf of each Lender, as an additional insured, mortgagee and lender loss payee insured thereunder as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, appear and (ii) provide, except in the case of public liability each casualty insurance policy, contain a lender loss payable clause or endorsement, satisfactory in form and workmen's compensation insurancesubstance to Administrative Agent, that all insurance proceeds shall be adjusted and payable in accordance with names Administrative Agent, on behalf of Lenders, as the terms of the applicable Mortgage or First Mortgage, lender loss payee thereunder and (iii) provide that no cancellation of such policies shall be effective until provides for at least thirty (30) days after receipt by the days’ prior written notice to Administrative Agent of written notice any modification or cancellation of such policy. The Administrative Agent and Secured Parties have no responsibility for premiums, warranties or representations to underwriters. The Loan Parties or their insurance broker shall provide a certificate of insurance prior to each policy renewal or replacement. In the event Borrowers fail within ten (10) Business Days after Administrative Agent’s request to provide Administrative Agent with evidence of the insurance coverage required by this Agreement, Administrative Agent may purchase insurance at Borrowers’ expense to protect the Administrative Agent’s interests in the Collateral. This insurance may, but need not, protect Borrowers’ interests. The coverage purchased by Administrative Agent may not pay any claim made by any Borrower or any claim that is made against any Borrower in connection with the Collateral. Borrowers may later cancel any insurance purchased by Administrative Agent, but only after providing Administrative Agent with evidence that Borrowers have obtained insurance as required by this Agreement. If Administrative Agent purchases insurance for the Collateral, to the fullest extent provided by law, Borrowers will be responsible for the costs of that insurance, including interest and other charges imposed by Administrative Agent in connection with the placement of the insurance, until the effective date of the cancellation or changeexpiration of the insurance. Any monies received The costs of the insurance may be added to the Obligations and secured by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms Documents. The costs of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket more than the cost of insurance obtained and maintained by MPN.Borrowers are able to obtain on their own. 6.08

Maintenance of Insurance. The Borrower Company shall, and shall ------------------------ cause each of its Subsidiaries to, insure (a) carry and maintain in full force and effect, at the expense of the Company or such Subsidiary, as applicable, and with financially sound and reputable insurance companies that are not Affiliates of the Company, insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured customarily carried under similarly circumstances by prudent companies in similar circumstances carrying on similar businessessuch other Persons, and with reputable and financially sound insurers, including self-insurance (b) furnish to the extent customary. At Collateral Agent, upon reasonable request from the request Collateral Agent (acting at the direction of the Administrative AgentPrincipal Purchaser), the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying information presented in reasonable detail as to the existence insurance so carried, including copies of the all such insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, and (iic) provideuse commercially reasonable efforts to ensure, except in the case of public liability insurance and workmen's compensation insuranceor cause others to ensure, that all such insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) policies required by this Section 7.3 provide that no cancellation of such policies they shall not be effective until terminated, cancelled or materially changed in a manner adverse to the insured Person without at least thirty (30) days after receipt by the Administrative Agent days’ (or ten (10) days’ for nonpayment of premium) prior written notice to the Company or its Subsidiary, as applicable, and the Collateral Agent. Subject to Section 7.23, the loss payable clauses or provisions in such insurance policies shall be endorsed in favor of and made payable to the Collateral Agent as its interests may appear and such policies shall name the Collateral Agent as “additional insured” or “lender loss payee”, as applicable. Receipt of notice of cancellation or change. Any monies received by modification of any such insurance policies or reduction of coverage or amounts thereunder shall entitle the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (acting at the direction of the Principal Purchaser) to renew any such policies, cause the coverage and amounts thereof to be maintained at levels required pursuant to the Mortgage first sentence of this Section 7.3 or First Mortgage) shall be applied otherwise to obtain similar insurance in accordance with place of such policies, in each case at the terms expense of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNCompany (payable on demand).

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower The Loan Parties shall deliver to the Administrative Agent certificates (x) on the Effective Date and annually thereafter an original certificate of insurance signed by of the Borrower's Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents and Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and, (y) at the request of the Agent, from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance reasonably acceptable to the Agent, with the consent of the Required Lenders, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Lenders shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms policies or any action or inaction of the applicable Mortgage Loan Parties or First Mortgageothers insured under such policies, and (iii) provide to the extent commercially available that no cancellation of such policies for any reason (including non-payment of premium) shall be effective until at least thirty ten (3010) days after receipt by the Administrative Agent of written notice of such cancellation cancellation, (iv) be primary without right of contribution of any other insurance carried by or changeon behalf of any additional insureds with respect to their respective interests in the Collateral, and (v) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Any The applicable Loan Parties shall notify the Agent promptly of any casualty or condemnation event causing a loss or decline in value of the Collateral in excess of $50,000,000 and the estimated (or actual, if available) amount of such loss or decline. Upon the occurrence of an Event of Default that has not been waived, monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First MortgageMortgages, if any) shall be paid to the Agent and applied in accordance with Section 9.02(e) and the terms Collateral Documents. Each Loan Party shall take all actions required under the Flood Laws and/or reasonably requested by the Agent or the Required Lenders, to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, to the extent applicable, providing the Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a Mortgage in favor of the applicable Mortgage or First Mortgage. The Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance requirements set forth herein may be satisfied through blanket for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance obtained in full force and maintained effect for so long as required by MPNthe Flood Laws.

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

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

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

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

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Agent. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time, upon the receipt of the Agent, a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $1,000,000 shall be adjusted with and payable in accordance with the terms of to the applicable Mortgage Loan Parties and that all insurance proceeds for losses of $1,000,000 or First Mortgagemore shall be adjusted with and payable to the Agent, and (iiivi) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. To the extent that the endorsements to the policies of insurance delivered on the Closing Date do not contain all of the foregoing provisions, the Loan Parties agree to use their commercially reasonable efforts to obtain such endorsements after the Closing Date at such time or times as their policies of insurance are renewed. The applicable Loan Parties shall notify the Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First any Mortgage) shall may, at the option of the Agent, (i) be applied in accordance with by the terms Agent to the payment of the Loans in such manner as the Agent may reasonably determine, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPNthe Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The Borrower EachThe Company shall, and shall ------------------------ cause each of its Subsidiaries to, insure (a) carry and maintain in full force and effect, at the expense of the Company and its Subsidiaries shall maintainor such Subsidiary, as applicable, and with financially sound and reputable insurance companies that are not Affiliates of the Company, insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business, and of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businessesby such other Persons., and with reputable and financially sound insurers, including self-insurance (b) furnish to the extent customary. At the request of the Administrative Agent, upon reasonable request from the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing and certifying Agent, information presented in reasonable detail as to the existence insurance so carried, including copies of the all such insurance on the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, and (iic) provideuse commercially reasonable efforts to ensure, except in the case of public liability insurance and workmen's compensation insuranceor cause others to ensure, that all such insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) policies required by this Section 6.12 provide that no cancellation of such policies they shall not be effective until terminated, cancelled or materially changed in a manner adverse to the insured Person without at least thirty (30) days after receipt by the Administrative Agent days’ (or ten (10) days’ for nonpayment of premium) prior written notice to the Company or its Subsidiary, as applicable, and the Agent. Subject to Section 6.26, the loss payable clauses or provisions in such insurance policies shall be endorsed in favor of and made payable to the Agent as its interests may appear and such policies shall name the Agent as “additional insured” or “loss payee”, as applicable. Receipt of notice of cancellation or change. Any monies received by modification of any such insurance policies or reduction of coverage or amounts thereunder shall entitle the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (to renew any such policies, cause the coverage and amounts thereof to be maintained at levels required pursuant to the Mortgage first sentence of this Section 6.12 or First Mortgage) shall be applied otherwise to obtain similar insurance in accordance with place of such policies, in each case at the terms expense of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNCompany (payable on demand).

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets (whether located at the Company-owned Stores, the Offsite Storage Locations, Franchise Locations, office locations or otherwise) against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Agent. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Banks (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Borrower's Loan Parties' independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, in form and substance acceptable to the Agent, which shall (i) specify the Collateral Agent as an additional insured, mortgagee and lender loss payee as its interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the insured, (ii) provide that the interest of the Banks shall be insured regardless of any breach or violation by the Borrower or its applicable subsidiary Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties or others insured under such policies, (iiiii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise, (iv) provide that any and all rights of subrogation which the insurers may have or acquire shall be, at all times and in all respects, junior and subordinate to the prior payment in full of the Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated, (v) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds for losses of less than $1,000,000 shall be adjusted with and payable in accordance with the terms of to the applicable Mortgage Loan Parties and that all insurance proceeds for losses of $1,000,000 or First Mortgagemore shall be adjusted with and payable to the Agent, and (iiivi) include effective waivers by the insurer of all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or change, (viii) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. The applicable Loan Parties shall notify the Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Agent, (pursuant i) be applied by the Agent to the Mortgage or First Mortgage) shall be applied in accordance with the terms payment of the Loans in such manner as the Agent may reasonably determine, or (ii) be disbursed to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained Loan Parties on such terms as are deemed appropriate by MPNthe Agent for the repair, restoration and/or replacement of property in respect of which such proceeds were received.

Maintenance of Insurance. The Borrower shall(a) Maintain insurance with financially sound and reputable insurance companies covering such liabilities, losses or damages, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts, as is customarily carried by Person engaged in the same or similar businesses that are similarly situated and located and (b) maintain flood insurance on all real property constituting Collateral, from such providers, in amounts and on terms in accordance with the Flood Insurance Laws or as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance otherwise satisfactory to all Lenders. Subject to the extent customary. At proviso to Section 4.01(c) with respect to delivery of endorsements with respect to insurance policies in effect on the request of the Administrative AgentClosing Date, the Borrower shall deliver all property insurance policies are to be made payable to the Administrative Agent certificates of insurance signed by for the Borrower's independent insurance broker describing and certifying as to the existence benefit of the insurance on Administrative Agent and the Collateral required to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsementsLenders, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its their interests may appear, regardless in case of loss, pursuant to a standard lender's loss payable endorsement with a standard non-contributory "lender" or "secured party" clause and such other provisions reasonably sufficient to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to the Administrative Agent promptly (but in any event within 15 Business Days of the issuance or applicable amendment of any breach or violation by insurance policy), with lender's loss payable and additional insured endorsements, as applicable, in favor of the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, Administrative Agent and shall provide for not less than 30 days (ii) provide, except 10 days in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iiinon-payment) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by prior written notice to the Administrative Agent of the exercise of any right of cancellation; provided, that such prior written notice shall not be required with respect to any insurance policy (other than a property insurance policy) to the extent the relevant insurer does not provide such written notice. If the Parent Borrower or any of its Subsidiaries fails to maintain such cancellation or change. Any monies received by insurance, the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant may, with prior notice to the Mortgage or First Mortgage) shall be applied in accordance with Parent Borrower, arrange for such insurance, but at the terms Borrowers' expense and without any responsibility on the Administrative Agent's part for obtaining the insurance, the solvency of the applicable Mortgage insurance companies, the adequacy of the coverage, or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPNthe collection of claims.

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

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

Maintenance of Insurance. The Borrower shall(a) Maintain with financially sound and reputable insurance companies reasonably acceptable to the Lender not Affiliates of the Loan Parties, and shall ------------------------ cause each of its Subsidiaries to, insure insurance with respect to its properties and assets business against loss or damage of the kinds customarily insured against by fire Persons engaged in the same or similar business and operating in the same or similar locations or as is required by applicable Law, of such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's compensation, public liability types and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in customarily carried under similar circumstances carrying on similar businesses, by such other Persons and with reputable and financially sound insurers, including self-insurance as are reasonably acceptable to the extent customaryLender. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed by the Borrower's independent insurance broker describing (b) Cause fire and certifying as to the existence of the insurance on the Collateral required to be extended coverage policies maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall any Collateral to be endorsed or otherwise amended to include (i) specify a non-contributing mortgage clause (regarding improvements to Real Estate) and lenders’ loss payable clause (regarding personal property), in form and substance satisfactory to the Collateral Agent as additional insuredLender, mortgagee and lender loss payee as its interests may appear, regardless of any breach which endorsements or violation by amendments shall provide that the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policiesinsurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Lender, (ii) providea provision to the effect that none of the Loan Parties, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds Credit Parties or any other Person shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, a co-insurer and (iii) such other provisions as the Lender may reasonably require from time to time to protect the interests of the Credit Parties. (c) Cause commercial general liability policies to be endorsed to name the Lender as an additional insured. (d) Cause business interruption policies to name the Lender as a loss payee and to be endorsed or amended to include (i) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Lender, (ii) a provision to the effect that none of the Loan Parties, the Lender or any other Credit Party shall be a co- insurer and (iii) such other provisions as the Lender may reasonably require from time to time to protect the interests of the Credit Parties. (e) Cause each such policy referred to in this Section 6.07 to also provide that no cancellation it shall not be canceled, modified or not renewed (i) by reason of such policies shall be effective until at least nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof by the insurer to the Lender (giving the Lender the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days after receipt days’ prior written notice thereof by the Administrative Agent of written notice of such cancellation or change. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant insurer to the Mortgage Lender. (f) Deliver to the Lender, prior to the cancellation, modification or First Mortgagenon-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Lender, including an insurance binder) shall be applied in accordance together with evidence satisfactory to the terms Lender of payment of the applicable Mortgage or First Mortgagepremium therefor. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.(g) [Reserved]. (h)

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

Maintenance of Insurance. The Borrower Each Loan Party shall, and shall ------------------------ cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, worker's workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower Loan Parties shall deliver to the Administrative Agent certificates and each of the Lenders (x) on the Second Amendment Closing Date and annually thereafter a certificate of insurance signed by from the Borrower's Loan Parties’ independent insurance broker in customary form describing and certifying as to the existence of the insurance on the Collateral required Collateral, together with a copy of the endorsement described in the next sentence attached to be maintained by this Agreement such certificate, and other Loan Documents and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the BorrowerLoan Parties. Such policies of insurance shall contain special endorsements, endorsements which include the provisions specified below or are otherwise in form acceptable to the Administrative Agent in its discretion. The applicable Loan Parties shall (i) specify notify the Administrative Agent promptly of any occurrence causing a material loss of the Collateral Agent as additional insuredand the estimated (or actual, mortgagee and lender loss payee as its interests may appearif available) amount of such loss. Subject to the terms of the Intercreditor Agreements, regardless of any breach or violation monies received by the Borrower or its applicable subsidiary Administrative Agent constituting insurance proceeds may, at the option of any warranties, declarations or conditions contained in such policiesthe Administrative Agent, (iia) provide, except in the case of public liability insurance and workmen's compensation insurance, that all insurance proceeds shall received during the existence of an Event of Default, be adjusted and payable applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide Credit Agreement along with a corresponding reduction in the Revolving Credit Commitments provided that no cancellation any such reduction shall be accompanied by the payment in full of any Commitment Fee then accrued on the amount of such policies shall reduction, (b) for losses of less than $20,000,000 received at such time as no Event of Default or Potential Default exists, be effective until at least thirty (30) days after receipt disbursed by the Administrative Agent to the applicable Loan Parties, and (c) for losses related to Domestic Collateral (and, to the extent the European Loan has been repaid in full, losses related to Foreign Collateral) equal to or greater than $20,000,000 received at such time as no Event of written notice of such cancellation Default or change. Any monies received Potential Default exists, as determined by the Administrative Agent or Collateral in its sole discretion either (1) be applied by the Administrative Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied payment of the Obligations in accordance with the terms of the Credit Agreement along with a corresponding reduction in the Revolving Credit Commitments provided that any such reduction shall be accompanied by the payment in full of any Commitment Fee then accrued on the amount of such reduction or (2) be disbursed by the Administrative Agent to the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration and/or replacement of Collateral and maintained by MPNother property in respect of which such proceeds were received.

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

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

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

Maintenance of Insurance. The Borrower shall, Maintain in full force and shall ------------------------ cause each of effect insurance with respect to its Subsidiaries to, insure Property and its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured businesses (including fireworker's compensation insurance, extended coverageliability insurance, property damage, worker's compensation, public liability insurance and business interruption insurance) with insurers rated A- or better by A.M. Best's Key Rating Guide (or any successor thereto), in such amounts, covering such risks and against liabilities and with such deductibles or self-insurance retentions as are deemed sufficient for Consolidated Parties by the management of Borrower Agent in the exercise of reasonable business judgment and reasonably acceptable to Agent, provided that such insurance with respect to the Property of Obligors shall cover casualty, hazard, public liability, theft, malicious mischief and such other risks risks, in such amounts and with such endorsements, as are reasonably satisfactory to Agent. From time to time upon Agent's request, Xxxxxxxx shall deliver the originals or certified copies of their insurance policies to Agent. Agent shall be named as lender loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and (unless otherwise agreed by Agent in its Permitted Discretion) each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Agent, that it will give Agent 30 days prior written notice before any such policy or policies shall be altered in a manner materially adverse to the insured or Agent and Lenders or canceled (but ten days prior written notice of cancellation for non-payment of premiums) and that the interests of Agent shall not be impaired or invalidated by any act or neglect of any Obligor or by the occupation of the premises for purposes more hazardous than are permitted by the policy. All proceeds under each policy of insurance with respect to Collateral shall be payable to Agent and (without duplication) the proceeds under each general liability policy and each excess liability policy up to the amount necessary to reimburse Agent for any out-of-pocket losses, claims, damages and related expenses actually suffered by Agent as a result of its relationship with Obligors under the Credit Documents shall be payable to Agent, provided, however, that, if no Event of Default has occurred and is continuing and subject to Section 7.5.2(b), (a) any proceeds of insurance for Collateral (other than proceeds from general liability, workers' compensation or D&O insurance) shall be deposited into a Springing Dominion Account (if no Cash Dominion Trigger Event then exists) or into a Dominion Account (if a Cash Dominion Trigger Event then exists), and (b) if no Cash Dominion Trigger Event then exists, such proceeds may be used by Obligors in the Ordinary Course of Business, including errors the replacement of Collateral. Proceeds from any business interruption insurance may be used by Obligors in the Ordinary Course of Business. The Borrowers will, and omissionswill cause each Subsidiary to, procure and maintain flood insurance on all Real Estate of Calumet Montana (other than pipeline rights of way or pipeline easements) subject to a Refinery Mortgage located in a "Special Flood Hazard Area" as designated on maps prepared by the Federal Emergency Management Agency, on such terms and in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent certificates of insurance signed required by the Borrower's independent insurance broker describing and certifying Flood Disaster Protection Act of 1973, as amended from time to time, or as otherwise reasonably required by the existence of Agent or the insurance on the Collateral required Lenders. Upon written request from any Lender, Agent shall provide to be maintained by this Agreement and other Loan Documents and a summary schedule indicating all insurance then in force such Lender documentation with respect to the Borrower. Such policies of insurance shall contain special endorsements, which shall (i) specify the Collateral Agent as additional insured, mortgagee and lender loss payee as its interests may appear, regardless of any breach flood determination or violation by the Borrower or its applicable subsidiary of any warranties, declarations or conditions contained in such policies, (ii) provide, except in the case of public liability insurance and workmen's compensation flood insurance, that all including any flood notification form signed by a Borrower and evidence of flood insurance proceeds shall be adjusted and payable in accordance with the terms of the applicable Mortgage or First Mortgage, and (iii) provide that no cancellation of such policies shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or changepolicies. Any monies received by the Administrative Agent or Collateral Agent constituting insurance proceeds or condemnation proceeds (pursuant to the Mortgage or First Mortgage) shall be applied in accordance with the terms of the applicable Mortgage or First Mortgage. The insurance requirements set forth herein may be satisfied through blanket insurance obtained and maintained by MPN.​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 130 ​ AMERICAS/2024146412.5 ​

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