Common use of Maintenance of Insurance Clause in Contracts

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.

Maintenance of Insurance. Maintain insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' ’ prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If the Borrower fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies the Collateral Agent shall have the sole right, in the name of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves Lender, the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain (a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Dutch Borrower believes (in the good faith judgment of the management of the Dutch Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Dutch Borrower believes (in the good faith judgment of management of the Dutch Borrower) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Dutch Borrower and its Subsidiaries operate and the Restricted Subsidiaries. The Borrowers shall furnish use commercially reasonable efforts to Lenders statements ensure that at all times the Collateral Agent for the benefit of its insurance coverage and shall promptlythe Secured Parties, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as an additional insureds on all insured with respect to liability insurance, all risk ground policies (other than directors and flight coverage officers policies and workers compensation) maintained by the Borrowers and each Subsidiary Guarantor and the Collateral Agent for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee with respect to the property insurance maintained by the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Dutch Borrower, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Dutch Borrower any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Dutch Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30Dutch Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07(a) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon deemed satisfied if the occurrence Borrowers obtain insurance policies that are customary and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent appropriate for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionapplicable jurisdiction.

Maintenance of Insurance. Maintain or cause Lessee(s)insurance in accordance with the Security Documents including, as applicablewithout limitation, liabilitycasualty, casualty liability and other business interruption insurance (subject reasonably acceptable to customary deductibles and retentions) on all Property the Agent and, to the extent not covered by any of the Security Documents, with responsible and reputable insurance companies or associations in such amounts and against covering such risks as is usually carried by responsible companies engaged in similar businesses and owning similar assets properties and in accordance with the general areas in which requirements of any governmental agency having jurisdiction over the Borrower and its Subsidiaries operate and and/or any Subsidiary. The Borrower shall furnish provide the Lenders with such evidence as the Agent may request from time to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent time as to the extent that maintenance of all such insurance. Certificates of all such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground delivered to the Agent concurrently with the execution and flight coverage for damage or loss delivery of the related Equipmentthis Agreement, and war risk insurance (if applicable) and Agent thereafter all renewal or replacement certificates shall be named as a loss payee under all hull insurance policies insuring delivered to the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least not less than thirty (30) days' days prior written notice to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent before any that all premiums payable with respect to such policy or policies of insurance have been paid by Borrower. Borrower shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves have the right of free choice in the selection of the agent or the insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at any timeall times a general policyholder's rating of A or A+ in Best's latest rating guide. Furthermore, upon review the Agent shall have the right and is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower's risk profile, in the name and stead of Borrower, but in the uncontrolled discretion of said attorney, (i) to require additional forms adjust, sue xxx, compromise and limits collect any amounts due under such insurance policies in the event of insurance loss and (ii) to adequately protect Lenders' interests give releases for any and all amounts received in settlement of losses under such policies; and the same shall, subject to SECTION 2.6.1.3 of this Agreement, at the option of the Agent, be applied, after first deducting the costs of collection, on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with Agent's normal practices reasonable procedures established by the Agent for similarly situated borrowers, and if use in repairing or replacing any damaged or destroyed collateral under any of the circumstances are unusual, in Agent's sole opinionSecurity Documents.

Maintenance of Insurance. (a) Maintain insurance with financially sound and reputable insurance companies covering such liabilities, losses or cause Lessee(sdamages, and 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 otherwise satisfactory to all Lenders. Subject to the proviso to Section 4.01(c) with respect to delivery of endorsements with respect to insurance policies in effect on the Closing Date, all property insurance policies are to be made payable to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, as their interests may appear, 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 insurance policy), with lender's loss payable and additional insured endorsements, as applicable, liability, casualty in favor of the Administrative Agent and other insurance shall provide for not less than 30 days (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets 10 days in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements case of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicablenon-payment) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to the Administrative Agent before 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 policies any of insurance shall be canceled. Upon its Subsidiaries fails to maintain such insurance, the occurrence Administrative Agent may, with prior notice to the Parent Borrower, arrange for such insurance, but at the Parent Borrower’s expense and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for without any responsibility on the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Administrative Agent's normal practices part for similarly situated borrowersobtaining the insurance, and if the circumstances are unusualsolvency of the insurance companies, in Agent's sole opinionthe adequacy of the coverage, or the collection of claims.

Maintenance of Insurance. Maintain insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' ’ prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If the Borrower fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies the Collateral Agent shall have the sole right, in the name of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves , the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or cause Lessee(s)In addition to and cumulative with any other requirements herein imposed on the Grantors with respect to insurance, as applicablethe Grantors shall maintain insurance with insurance companies, liabilitysatisfactory to the Agent on such of the Grantors’ respective properties and assets, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried customarily maintained by responsible companies engaged in similar businesses and owning similar assets operating in the general areas same vicinity, but in any event to include public liability, worker’s compensation, business 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 Borrower such insurance shall not be cancellable or altered (or the coverage thereunder reduced or restricted) by any Grantor, unless with the prior written consent of the Agent, or by the insurer of such Grantor, unless with at least 30 days advance written notice to the Agent thereof. The Grantors shall deliver to the Agent on the Closing Date and its Subsidiaries operate at such other times as the Agent may request, a detailed list of such insurance then in effect stating the names of the insurance companies, the amounts and rates of insurance, the date of expiration thereof, the properties and risks covered thereby and the insured with respect thereto, and, within 30 days after notice in writing from the Agent, obtain such additional insurance as the Agent, at the request of the Required Banks, may reasonably request. The Grantors will pay all premiums on the insurance referred to herein as and when they become due and shall furnish do all things necessary to Lenders statements maintain the insurance in effect. The Agent may act as the Grantor’s agent 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 Grantor to make payment for such loss to the Agent, for the benefit of the Secured Parties, as their interests may appear, rather than to the Grantors and the Agent jointly. If any Grantor shall default in its obligation hereunder to insure the Collateral in a manner satisfactory to the Agent, then the Agent shall have the right (but not the obligation) to procure such insurance coverage and to charge the costs of same to the Grantors, which costs shall be added to and become a part of the unpaid principal amount of the Obligations, shall bear interest at the Default Rate or the highest contract rate permitted by applicable law whichever is less; such interest shall be payable on demand by the Agent and shall promptlybe secured by the Collateral. The proceeds of all such insurance, upon Agent's requestif any loss should occur, furnish other or additional insurance deemed necessary may be applied by the Agent to the extent that payment of the Obligations or to the replacement of any of the Collateral damaged or destroyed, as the Agent may elect or direct in its sole discretion. Each Grantor hereby appoints (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Obligations remain outstanding) Agent as its lawful attorney-in-fact with full authority to make, adjust, settle claims under and/or cancel such insurance may be available. Borrower shall take all actions required and to maintain endorse the foregoing applicable Grantor’s name on any instruments or drafts issued by or upon any insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioncompanies.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent, flood (to the extent a property covered by a Mortgage is located in a flood zone) and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the general areas in which Borrower Lead Collateral Agent and its the Administrative Agent; provided, that the Loan Parties and their Subsidiaries operate and shall furnish to Lenders statements of its may obtain such insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent through a Captive Insurance Subsidiary to the extent that (i) such insurance may be available. Borrower is reinsured by one or more responsible and reputable insurance companies or associations, or the Federal government, (ii) any reinsurance agreements between such Captive Insurance Subsidiary and such reinsurance companies described in clause (i) above shall take provide for direct access to such reinsurers through a direct access cut‑through endorsement for all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursementnamed insureds, Agent shall be named as additional insureds on all liability insurance, all risk ground loss payees and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeemortgagees, and (biii) general liability such arrangements are otherwise acceptable to the Lead Collateral Agent and other liability policies naming the Administrative Agent as an additional insuredin their reasonable discretion. All policies covering the Collateral are to be made payable to the Lead Collateral Agent for the benefit of the Lenders, as its interests may appear, in case of loss, under a standard non‑contributory “lender” or “secured party” clause and are to contain such other provisions as the Lead Collateral Agent or the Administrative Agent 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 on real are to be delivered to the Lead Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the lender’s loss payable and additional insured endorsement in favor of the Lead Collateral Agent and such other Persons as the Lead Collateral Agent may designate from time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least for not less than thirty (30) days' ’ prior written notice to the Lead Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Administrative Agent, the Lead Collateral Agent or policies any Lender may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Administrative Agent’s, the Lead Collateral Agent’s or such Lender’s part for obtaining the insurance, the solvency of the insurance shall be canceledcompanies, the adequacy of the coverage or the collection of claims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Lead Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that ‑74‑ may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or The Borrowers shall cause Lessee(s), as applicable, liability, casualty the Mortgage Borrowers to continuously maintain the policies of insurance and other the Jekyll Island Borrowers shall continuously maintain the policies of insurance (subject all such policies, the "INSURANCE POLICIES") required pursuant to customary deductibles the terms of Section 5.4 of the Mortgage Loan Agreement, including meeting all insurer requirements thereunder (it being agreed that, with respect to the obligations of the Jekyll Island Borrowers hereunder, insurance shall be maintained as required pursuant to the terms of Section 5.4 of the Mortgage Loan Agreement as if the Jekyll Island Borrowers were a "Mortgage Borrower" thereunder, and, following satisfaction of the Mortgage Loan, the requirements of Section 5.4 of the Mortgage Loan Agreement shall be deemed to be the continuing obligations of the Borrowers and retentions) on all Property with responsible insurance companies in the Mortgage Borrowers hereunder). The provisions of Section 5.4 of the Mortgage Loan Agreement are incorporated herein by reference. The Lender shall be named as an additional named insured or loss payee under such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent policies to the extent that such insurance may be available. Borrower shall take all actions Mortgage Lender is required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurancesuch under the Mortgage Loan Agreement. Upon request from Lender, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent Lender shall be named as a loss payee under all hull entitled to receive copies of any insurance policies insuring obtained by Mortgage Lender to the Collateral. Borrower shall deliver extent and at the time such policies are delivered to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredthe Mortgage Lender by Mortgage Borrower. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will Insurance Policies shall provide that the insurer will give at least thirty coverage shall not be modified without (30) days' prior advance written notice to Agent before any such policy or policies of insurance Lender and shall provide that no claims shall be canceledpaid thereunder to a Person other than Mortgage Lender or Lender without ten (10) days' advance written notice to Lender. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent The Borrowers shall furnish Lender receipts for the ratable benefit payment of Lenders. Agent reserves premiums on such Insurance Policies or other evidence of such payment reasonably satisfactory to Lender in the right at any time, upon review of Borrower's risk profile, event that such premiums have not been paid by Lender pursuant to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionLoan Agreement.

Maintenance of Insurance. Maintain or cause Lessee(s)insurance in accordance with the Security Documents including, as applicablewithout limitation, liabilitycasualty, casualty liability and other business interruption insurance (subject reasonably acceptable to customary deductibles and retentions) on all Property the Majority Lenders and, to the extent not covered by any of the Security Documents, with responsible and reputable insurance companies or associations in such amounts and against covering such risks as is usually carried by responsible companies engaged in similar businesses and owning similar assets properties and in accordance with the general areas in which requirements of any governmental agency having jurisdiction over the Borrower and its Subsidiaries operate and and/or any Subsidiary. The Borrower shall furnish provide the Lenders with such evidence as the Agent may reasonably request from time to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent time as to the extent that maintenance of all such insurance may be availableinsurance. Borrower shall take all actions required to maintain Maintain on the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to tangible insurable collateral under any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related EquipmentSecurity Documents insurance against loss by fire, hazards included within the term "extended coverage", and war risk insurance such other hazards, casualties and contingencies as the Agent may from time to time require, in an amount equal to the greater of (if applicablei) and Agent shall be named as a loss payee $8,000,000 OR (ii) one hundred percent (100%) of the replacement cost of the collateral under all hull insurance policies insuring any of the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" Security Documents and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. in the amount of at least $8,000,000 All policies of such insurance on real and personal property will include an endorsement, all renewals thereof shall be in form and substance reasonably acceptable to Agent, showing shall be made payable in case of loss payable to the Agent (Form 438 BFU or equivalent) as loss payee and extra expense mortgagee and business interruption endorsements. Such endorsement, or shall contain an independent instrument furnished to Agent, will provide that the insurer will give at least endorsement requiring thirty (30) days' days prior written notice to the Agent before prior to cancellation or change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, death or policies property damage occurring in any building providing combined single limit coverage of $1,000,000 for bodily injury and property damage per occurrence and $2,000,000 in the aggregate. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be canceleddelivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Upon Borrower shall have the right of free choice in the selection of the agent or the insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholders' rating of A or A+ in Best's latest rating guide. Furthermore, upon the occurrence and continuation of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to the Agent for the ratable benefit of Lenders. Agent reserves shall have the right at any timeand, upon review is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower's risk profile, in the name and stead of Borrower, but in the uncontrolled discretion of said attorney, (i) to require additional forms adjust, xxx for, compromise and limits collect any amounts due under such insurance policies in the event of insurance loss and (ii) to adequately protect Lenders' interests give releases for any and all amounts received in settlement of losses under such policies; and the same shall, subject to SECTION 2.6.1.3 of this Agreement, at the option of the Agent, be applied, after first deducting the costs of collection, on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lien or, be used or paid over to Borrower in accordance with Agent's normal practices reasonable procedures established by the Agent for similarly situated borrowers, and if use in repairing or replacing any damaged or destroyed collateral under any of the circumstances are unusual, in Agent's sole opinionSecurity Documents.

Maintenance of Insurance. Maintain or The Company will, and will cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptlyto, upon Agent's request(a) obtain, furnish other or additional insurance deemed necessary by Agent prior to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursementIssue Date, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull mortgagee title insurance policies insuring a first mortgage lien on the Collateral. Borrower shall deliver land, leaseholds and the other portions of the Collateral deemed real estate under applicable law, as constituted on the Issue Date, subject to Agent endorsements certain exceptions, in an amount not less than the principal amount of the Securities (for the benefit of all holders of Indebtedness secured pursuant to all of its (athe Collateral Agency Agreement) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability from and other liability policies naming at all times after the Issue Date until the Securities have been paid in full, have and maintain in effect insurance with responsible carriers against such risks and in such amounts as is customarily carried by similar businesses with such deductibles, retentions, self insured amounts and coinsurance provisions as are customarily carried by similar businesses of similar size, including, without limitation, property and casualty, and, with respect to insurance on the Collateral, shall have provided insurance certificates evidencing such insurance to the Trustee prior to the Issue Date and shall thereafter provide such certificates prior to the anniversary or renewal date of each such policy referred to in this clause (b), which certificate shall expressly state the expiration date for each policy listed. All insurance with respect to the Collateral required under the Indenture (except worker's compensation) shall name the Issuers, Taj Associates, Plaza Associates, and the Collateral Agent as an additional insured. All policies insureds or loss payees, as the case may be, with losses in excess of insurance on real $10.0 million payable jointly to the Issuers, Taj Associates, Plaza Associates and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to the Collateral Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of unless a Default or Event of DefaultDefault has occurred and is then continuing, Borrower hereby directs in which case all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance losses are payable solely to pay all proceeds payable thereunder directly the Collateral Agent subject to Agent the Material Instrument Requirement), with no recourse against the Trustee for the ratable benefit payment of Lenders. Agent reserves the right at any timepremiums, upon review of Borrower's risk profiledeductibles, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowerscommissions or club calls, and for at least 30 days notice of cancellation. All such insurance policies will be issued by carriers having an A.M. Best & Company, Inc. rating of A- or higher and a financial size category of not less than X, or if such carrier is not rated by A.M. Best & Company, Inc., having the circumstances are unusualfinancial stability and size deemed appropriate by an opinion from a reputable insurance broker. The Company may effect the insurance required under this Section 5.6 under blanket and/or umbrella policies covering properties owned or leased by Affiliates of the Company; provided, in Agent's sole opinionthat such policies otherwise comply with this Indenture and the Mortgages.

Maintenance of Insurance. Maintain Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, 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 cause Lessee(s)renewed, as applicable, liability, casualty 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 other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and shall furnish the Restricted Subsidiaries. Subject to Lenders statements of its insurance coverage and shall promptlySection 6.16, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to liability insurancepolicies (other than directors and officers policies and workers compensation) maintained by Holdings, all risk ground the Borrower and flight coverage each Subsidiary Guarantor and the Collateral Agent, for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the property insurance maintained by Holdings, 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 shall be paid to the Borrower or applicable Subsidiary Guarantor, (B) 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 or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice Borrower and/or its applicable Subsidiaries shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain or The Borrower will, and will cause Lessee(s)each of its Subsidiaries to, as applicable, liability, casualty maintain with financially sound and other insurance (subject to customary deductibles and retentions) on all Property with responsible reputable insurance companies (having a Best’s rating of A:XI or better) and approved by Agent, (i) comprehensive public liability insurance covering claims for bodily injury, death, and property damage, with minimum limits satisfactory to the Agent, but in such any event not less than those amounts customarily maintained by companies in the same or substantially similar business; (ii) business interruption insurance and/or loss of rents insurance in a minimum amount specified by Agent, with loss payable clause in favor of Agent, (iii) hazard insurance insuring Borrower's and its Subsidiaries’ property and assets against loss by fire (with extended coverage) and against such risks other hazards and perils (including, but not limited to, loss by windstorm, hail, explosion, riot, aircraft, smoke, vandalism, malicious mischief and vehicle damage) as Agent, in its sole discretion, shall from time to time require, all such insurance to be issued in such form, with such deductible provision, and for such amount as shall be satisfactory to Agent, with loss payable clause in favor of Agent as to any such insurance maintained with respect to any of the Collateral. The Agent is carried hereby authorized and empowered, at its option, to adjust or compromise any loss under any such insurance policies maintained with respect to any of the Collateral and to collect and receive the proceeds from any such policy or policies; and (iv) such other insurance as the Agent may, from time to time, reasonably require by responsible companies engaged notice in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent writing to the extent that Borrower. All required insurance policies shall provide for not less than thirty (30) days prior written notice to the Agent of any cancellation, amendment, termination, or lapse; and in all such liability insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursementpolicies, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All Each such policy shall, in addition, provide that there shall be no recourse against the Agent for payment of premiums or other amounts with respect thereto. Hazard insurance policies shall contain the agreement of the insurer that any loss thereunder shall be payable to the Agent notwithstanding any action, inaction or breach of representation or warranty by the Borrower, with Agent named as lender loss payee under a lender loss payee endorsement. The Borrower will deliver to Agent original or duplicate policies of such insurance, or satisfactory certificates of insurance, and, as often as Agent may reasonably request, a report of a reputable insurance on real broker with respect to such insurance. Any insurance proceeds received by Agent shall be applied upon the indebtedness, liabilities, and personal property will include an endorsement, in form and substance acceptable obligations of the Borrower to Agent, showing loss payable to the Agent (Form 438 BFU whether matured or equivalentunmatured) and extra expense and business interruption endorsements. Such endorsementor, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowersoption, and if released to the circumstances are unusual, in Agent's sole opinionBorrower.

Maintenance of Insurance. Maintain or cause Lessee(s)CTB shall maintain and pay for insurance upon all Collateral, as applicablewherever located, liabilitycovering casualty, casualty hazard, public liability and such other insurance (subject to customary deductibles risks and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that with such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent companies as shall be named reasonably satisfactory to BBT, and deliver such certificates of insurance to BBT, naming BBT as loss payee and additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss insured thereunder. Each policy of insurance shall contain a clause requiring the insurer to give not less than thirty days prior written notice to BBT before any cancellation of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee policy for any reason whatsoever. CTB hereby directs all insurers under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All such policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance Collateral to pay all proceeds payable thereunder directly to Agent BBT. CTB hereby irrevocably makes, constitutes and appoints BBT (and all officers, employees or agents designated by BBT) as CTB's true and lawful attorney (and agent-in-fact) for the ratable benefit purpose of Lenders. Agent reserves making, settling, and adjusting claims under such policies of insurance, endorsing the right at name of CTB on any timecheck, upon review draft, instrument or other item or payment for the proceeds of Borrower's risk profile, to require additional forms and limits such policies of insurance and for making all determinations and decisions with respect to adequately protect Lenders' interests such policies of insurance. If CTB fails to obtain and maintain any of the policies of insurance or to pay any premium in accordance with Agentwhole or in part, then BBT may, at CTB's normal practices for similarly situated borrowersexpense, and if without waiving or releasing any obligation or default by CTB hereunder, procure the circumstances are unusualsame, in Agent's sole opinionbut shall not be required to do so. Not less than thirty days prior to the expiration date of the insurance policies required to be maintained by CTB hereunder, CTB shall deliver to BBT one or more certificates of insurance evidencing renewal of the insurance coverage required hereunder plus such other evidence of payment of premiums therefore as BBT may reasonably request.

Maintenance of Insurance. Maintain Each Pledgor will, or will cause Lessee(s)each of its Subsidiaries to, as applicableor will require each of its lessees pursuant to its lease agreements to, liability, casualty maintain with financially sound and other reputable insurers insurance (subject with respect to customary deductibles its properties and retentions) on all Property with responsible insurance companies in such amounts and business against such risks casualties and contingencies as is carried by responsible companies shall be in accordance with general practices of businesses engaged in similar businesses and owning activities in similar assets geographic areas. Such insurance shall be in the general areas in which Borrower such minimum amounts that each Pledgor and its Subsidiaries operate will not be deemed co-insurers under applicable insurance laws, regulations and policies and otherwise shall furnish to Lenders statements of its insurance coverage be in such amounts, contain such terms, be in such forms and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent be for such periods as may be reasonably satisfactory to the extent that Administrative Agent. In addition, each Pledgor shall use its reasonable best efforts to cause all such insurance may maintained by each Pledgor and its Subsidiaries to be available. Borrower shall take all actions required payable to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Administrative Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under a “standard” or “New York” loss payee clause for the benefit of the Lenders. Likewise, each Pledgor shall use reasonable efforts to cause all hull such insurance policies insuring maintained by its lessees to be payable to each Pledgor as loss payee under a “standard” or “New York” loss payee clause. In the Collateralevent any Pledgor receives any proceeds from any such insurance maintained by its lessees, such Pledgor shall promptly notify the Administrative Agent of the same and shall cause such proceeds to be disbursed in accordance with §10.2 herein. Borrower shall deliver to Agent endorsements to Without limiting the foregoing, each Pledgor will (a) keep all of its physical property (aother than Containers, Generators, Refrigeration Units, Chassis and other equipment comprising Collateral which are subject to a lease agreement in which the applicable Pledgor, pursuant to such lease agreement, has required the lessee thereunder to maintain insurance with respect thereto) "All Risk" with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of each Pledgor; and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain or The Borrower will, and will cause Lessee(s)each of its Subsidiaries to, as applicablemaintain, liabilitywith financially sound and reputable insurance companies, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried are customarily maintained by responsible companies engaged in the same or similar businesses and owning similar assets operating in the general areas same or similar locations. The loss payable clauses or provisions in which Borrower said insurance policy or policies insuring any of the Collateral shall be endorsed in favor of and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent made payable to the extent that Administrative Agent as its interests may appear and such insurance may be available. Borrower policies shall take all actions required to maintain name the foregoing insurance and/or to comply with all requirements Administrative Agent and the Lenders as “additional insureds”, provide for a waiver of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss subrogation in favor of the related Equipment, Administrative Agent and war risk insurance (if applicable) the Lenders and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty 30 days prior notice of any cancellation to the Administrative Agent (30or 10 days prior notice in the case of cancellation resulting from non-payment of premium). Borrower shall furnish to Administrative Agent certified copies of policies or certificates thereof, and endorsements and renewals thereof for all such policies promptly upon request by the Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or a Subsidiary and any Obligations are outstanding, except as permitted under Section 5.02(c) days' prior written notice below, the Borrower shall deliver such proceeds to the Administrative Agent before any immediately upon receipt. To the extent that Administrative Agent is entitled to receive insurance claim proceeds as loss payee, unless (i) there is deemed to be a total loss and as such policy a particular piece of Collateral is not replaceable or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default repairable or (ii) there exists an Event of Default, such insurance claim proceeds shall first be applied to replace or repair the damaged or lost Collateral and then the remaining proceeds, if any, shall be delivered to the Administrative Agent. The Borrower hereby directs all present shall, and future insurers under its shall cause each Subsidiary to provide the following with respect to each Designated Building: (i) information and documentation sufficient to obtain a standard life of loan flood hazard determination certificate issued by a flood hazard certification firm acceptable to the Administrative Agent (“SFHDF”) for such parcel or other portion of the Oil and Gas Properties upon which is located any Designated Building and (ii) an SFHDF indicating that the Designated Building is not located in a Special Flood Hazard Area, as defined in the FDPA, or, if the SFHDF indicates that the Designated Building is located in a Special Flood Hazard Area, (A) a written notice of that fact, acknowledged by Borrower and any applicable Guarantor, (B) evidence of adequate flood insurance on the Designated Building and its Subsidiaries’ "All Risk" policies contents located on the Oil and Gas Properties and (C) such other information required by the Administrative Agent or any Lender for compliance with (x) any applicable requirements of insurance to pay all proceeds payable thereunder directly to the FDPA or other similar applicable laws, rules or regulations, or (y) promptly following written notice thereof from the Administrative Agent for or any Lender, any applicable requirements of the ratable benefit of Lenders. Administrative Agent reserves the right at or any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests Lender in accordance with the Administrative Agent's normal practices for similarly situated borrowersor such Lender's standard policies and practices. The Mortgages shall expressly exclude from the description of the Collateral covered thereby, and if shall not otherwise encumber, any Building which is not a Designated Building meeting the circumstances are unusual, in Agent's sole opinionforegoing criteria.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, flood, rent, worker’s compensation and business interruption insurance) with respect to the Collateral and its other insurance properties (subject to customary deductibles including all real property leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is (i) carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated, (ii) required by any Requirement of Law, (iii) required by any Material Contract and owning similar assets (iv) in any event in amount, adequacy and scope reasonably satisfactory to the general areas Collateral Agent. If at any time the area in which Borrower and its Subsidiaries operate and any Facility that is subject to a Mortgage is located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), each applicable Loan Party shall furnish to Lenders statements of its obtain flood insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent on terms that are satisfactory to the extent that such insurance may be available. Borrower shall take Agents and all actions required Lenders from time to maintain the foregoing insurance and/or to time, and otherwise comply with the Flood Laws or as is otherwise satisfactory to the Agents and all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredLenders. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as their interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent 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 on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the loss payable and additional insured endorsement in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least for not less than thirty (30) days' ’ (ten (10) days’ in the case of non-payment) prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers’ expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, 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 cause Lessee(s)renewed, as applicable, liability, casualty 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 other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and shall furnish the Restricted Subsidiaries. Subject to Lenders statements of its insurance coverage and shall promptlySection 6.16, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to liability insurancepolicies (other than directors and officers policies and workers compensation) maintained by Holdings, all risk ground the Borrower and flight coverage each Subsidiary Guarantor and the Collateral Agent, for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the property insurance maintained by Holdings, 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 shall be paid to the Borrower or applicable Subsidiary Guarantor, (B) 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 or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice Borrower and/or its applicable Subsidiaries shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the Agents (it being understood the Borrower's current insurance is satisfactory to Agents). Without limiting the Borrower's reinvestment rights under Section 2.05(c)(viii), all policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Agents may require to fully protect the Lenders' interest in the general areas 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 which Borrower favor of the Collateral Agent and its Subsidiaries operate such other Persons as the Collateral Agent may designate from time to time, and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage provide for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) not less than 30 days' prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy 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 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 shall be canceledbroker with respect to such insurance. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents, the L/C Issuer and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Collateral Agent within 10 Business Days after receipt thereof and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, insurance with respect to the Borrower’s and the Restricted Subsidiaries’ properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets (after giving effect to any self-insurance which the Borrower believes (in the general areas good faith judgment of the management of the Borrower) is reasonable and prudent in which Borrower light of the size and its Subsidiaries operate nature of their business and shall customary for similar situated Persons in the same industry (as determined in good faith by the Borrower)) as are customarily carried under similar circumstances by such other Persons, and will furnish to Lenders statements of its insurance coverage and shall promptlythe Lenders, upon written request from the Administrative Agent or Revolver Agent's request, furnish other information presented in reasonable detail as to the insurance so carried; provided that notwithstanding the foregoing, in no event will the Borrower or additional any Restricted Subsidiary be required to obtain or maintain insurance deemed necessary by Agent that is more restrictive than its normal course of practice. Subject to Section 6.12(2), each such policy of insurance will, to the extent that such available from the relevant insurance may be available. Borrower shall take all actions required to maintain carrier, as appropriate, (1) in the foregoing insurance and/or to comply with all requirements case of such insurance coverage. Prior to any each general liability policy of a Loan disbursementParty, Agent shall be named as additional insureds name the Collateral Agent, on all liability insurance, all risk ground and flight coverage for damage or loss behalf of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies insured thereunder as its interests may appear or (2) in the case of each casualty insurance on real and personal property will include policy of a Loan Party, contain an endorsement, in form and substance acceptable to additional loss payable clause or endorsement that names the Collateral Agent, showing on behalf of the Secured Parties, as the additional loss payable payee thereunder and the Loan Parties shall use commercially reasonable efforts to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished cause such policy to Agent, will provide that the insurer will give at least thirty (30) days' for prior written notice to the Collateral Agent before of any cancellation of such policy (or policies ten days’ prior notice in the case of insurance non-payment) (it being understood that such commercially reasonable efforts shall be canceled. Upon not require the occurrence and continuation of Borrower or its Restricted Subsidiaries to agree to obtain a Default different policy or Event of Default, agree to terms with respect to such policy that are less favorable to the Borrower hereby directs all present and future insurers under or its and its Restricted Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion).

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to collateral under any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related EquipmentSecurity Documents insurance against loss by fire, hazards included within the term "extended coverage", and war risk insurance such other hazards, casualties and contingencies as the Agent may from time to time require, in an amount equal to one hundred percent (if applicable100%) and Agent shall be named as a loss payee of the replacement cost of the collateral under all hull insurance policies insuring any of the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" Security Documents and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredin the amount of at least $4,000,000. All policies of such insurance on real and personal property will include an endorsement, all renewals thereof shall be in form and substance acceptable to Agent, showing shall be made payable in case of loss payable to the Agent (Form 438 BFU or equivalent) as loss payee and extra expense mortgagee and business interruption endorsements. Such endorsement, or shall contain an independent instrument furnished to Agent, will provide that the insurer will give at least endorsement requiring thirty (30) days' days prior written notice to the Agent before prior to cancellation or change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, death or policies property damage occurring in any building in which the limits of liability shall not be less than $1,000,000 per person and $2,000,000 per accident, together with an excess liability policy in the amount of $5,000,000 which shall be in addition to the limits above set forth. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be canceleddelivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves shall have the right of free choice in the selection of the agent or the insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at any timeall times a general policyholders' rating of A or A+ in Best's latest rating guide. Furthermore, upon review the Agent shall have the right and is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower's risk profile, in the name and stead of Borrower, but in the uncontrolled discretion of said attorney, (i) to require additional forms adjust, sue xxx, compromise and limits collect any amounts due under such insurance policies in the event of insurance loss and (ii) to adequately protect Lenders' interests give releases for any and all amounts received in settlement of losses under such policies; and the same shall, subject to Section 2.6.1.3 of this Agreement, at the option of the Agent, be applied, after first deducting the costs of collection, on account of any Indebtedness the payment of which is (Loan Agreement - Fleet/Convergent) secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with Agent's normal practices reasonable procedures established by the Agent for similarly situated borrowers, and if use in repairing or replacing any damaged or destroyed collateral under any of the circumstances are unusual, in Agent's sole opinionSecurity Documents.

Maintenance of Insurance. Maintain or cause Lessee(s)The Seller shall continue to maintain, as applicablefor Seller and its Subsidiaries, liabilitywith responsible companies, casualty and other insurance (subject at its own expense, the Required Insurance Policy, in each case, in a form acceptable to customary deductibles and retentions) Buyer, with broad coverage on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptlyofficers, upon Agent's request, furnish employees or other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance 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 Agent 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 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 duties and obligations as set forth in this Agreement. The minimum coverage under any such Required Insurance Policy shall be named at least equal to the Required Insurance Amount as set forth on the Addendum. Upon the request of the Buyer, the Seller shall cause to be delivered to the Buyer a certificate of insurance for such Required Insurance Policy and a statement from the insurer that such Required Insurance Policy shall in no event be terminated or materially modified without thirty (30) days’ prior written notice to the Buyer. Seller shall name Buyer as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all any applicable Fidelity Insurance Policy and as a direct loss payee with right of its (a) "All Risk" action under any applicable Errors and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU Omissions Insurance Policy or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionProfessional Liability Insurance Policy.

Maintenance of Insurance. Maintain or The Borrowers will, and will cause Lessee(s)each of their Restricted Subsidiaries to (i) keep all property necessary in the business of the U.S. Parent Borrower and its Restricted Subsidiaries, taken as applicablea whole, liabilityin good working order and condition, casualty except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to maintain with financially sound and other insurance (subject to customary deductibles and retentions) on all Property with responsible reputable insurance companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the business of the U.S. Parent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as is carried are usually insured against in the same general area by responsible companies engaged in the same or a similar businesses business; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and owning similar assets liability policies that provide that in the general areas event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in which the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (vi) use commercially reasonable efforts to ensure, that subject to the Intercreditor Agreement, at all times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the U.S. Parent Borrower and each other Loan Party and the Collateral Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance covering Inventory that constitutes ABL Priority Collateral maintained by the U.S. Parent Borrower and each Loan Party and in accordance with the Intercreditor Agreement as in effect on the date hereof; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by the U.S. Parent Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (bB) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice U.S. Parent Borrower and/or its applicable Subsidiary shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain The Borrower will, and will cause each other Loan Party to, at all times maintain or cause Lessee(s), as applicable, liability, casualty and other to be maintained insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against covering such risks as is carried by responsible companies engaged in similar businesses and owning similar assets are customarily carried, or self-insured (in the general areas in which Borrower case of health and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptlydental insurance), upon Agent's requestby businesses similarly situated, furnish other or additional insurance deemed necessary by Agent to including, without limitation, the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its following: (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and workmen’s compensation insurance; (b) employer’s liability insurance; (c) comprehensive general public liability and property damage insurance; (d) insurance against losses customarily insured against as a result of damage by fire, lightning, hail, tornado, explosion and other similar risk; and (e) comprehensive automobile liability policies naming Agent as an additional insuredinsurance. All loss payable clauses or provisions in all policies of insurance on real maintained by the Borrower with respect to all or any portion of the Borrowing Base Properties or any Collateral pursuant to this Section 5.6 shall be endorsed in favor of and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss made payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Global Administrative Agent for the ratable benefit of the Lenders, as their interests may appear. In addition, the Global Administrative Agent reserves on behalf of the right at Combined Lenders shall be named (i) as additional insured on all of the Loan Parties’ liability insurance policies maintained by the Borrower with respect to all or any timeportion of the Borrowing Base Properties or any Collateral, upon review and (ii) as loss payee on all of Borrower's risk profilethe Loan Parties’ casualty and property insurance policies covering all or any portion of the Borrowing Base Properties or any Collateral. Upon the occurrence and during the continuance of an Event of Default, the Global Administrative Agent (A) shall have the right, for the ratable benefit of the Lenders, to require additional forms collect, and limits the Borrower hereby assigns to the Global Administrative Agent for the ratable benefit of the Lenders, any and all monies that may become payable under any such policies of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices by reason of damage, loss or destruction of any Collateral for similarly situated borrowersthe Obligations or any part thereof, and if (B) may, at its election, either apply for the circumstances ratable benefit of the Lenders all or any part of the sums so collected toward payment of the Obligations, whether or not such Obligations are unusualthen due and payable, in Agent's sole opinionsuch manner as the Global Administrative Agent may elect, or release same to the applicable Loan Party.

Maintenance of Insurance. Maintain The Borrower and its Restricted Subsidiaries will maintain (with insurance companies of recognized financial responsibility) or cause Lessee(s)to be maintained (including through self-insurance) insurance with respect to their property and business against such liabilities and risks, as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such types and amounts and against with such risks deductibles or self-insurance risk retentions, in each case as is carried by responsible are in accordance with customary industry practice for companies engaged in similar businesses and owning similar assets operating in the general areas in which same or similar locations as the Borrower and its Restricted Subsidiaries operate (taken as a whole). Subject to Section 5.16(b), 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 shall furnish made payable to Lenders statements the Administrative Agent, for the benefit of its insurance coverage the Secured Parties as “lender loss payee”, (b) each of the Borrower’s comprehensive and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent general liability policies and well control and gradual pollution policies (to the extent in existence) shall name the Administrative Agent, for the benefit of the Secured Parties, as “additional insured” and (c) each of the Borrower’s comprehensive and general liability policies shall name each of the Lenders as an “additional insured” to the extent such policies contain blanket additional insured endorsement (it being understood that such insurance may be available. in the case of this clause (c) the Borrower shall take all actions required not have any obligation to maintain the foregoing insurance and/or to comply with all requirements of such insurance coveragerequest a specific endorsement or certificate for any Lender). Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. The Borrower shall deliver use commercially reasonable efforts to Agent endorsements to ensure that all policies of its insurance described in clauses (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will the preceding sentence shall provide that the each insurer will shall endeavor to give at least thirty (30) days' days prior written notice to the Administrative Agent before of any cancellation of such policy insurance (or ten (10) days in the case of cancellation for non-payment of premiums). Upon the reasonable request of the Administrative Agent from time to time, the Borrower shall deliver to the Administrative Agent information in reasonable detail as to the Borrower’s and its Restricted Subsidiaries’ insurance then in effect, stating the names of the insurance companies, the amounts of insurance, the dates of the expiration thereof and the properties and risks covered thereby. In the event the Borrower or any other Loan Party at any time shall fail to obtain or maintain any of the insurance required herein, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay premiums and take any other action with respect thereto which the Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall be canceled. Upon constitute part of the occurrence and continuation of a Default or Event of DefaultObligations, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests as provided in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionthis Agreement.

Maintenance of Insurance. Maintain (a) Maintain, and cause each of their respective Subsidiaries to maintain, with responsible and reputable insurance companies or cause Lessee(s)associations insurance (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance (subject business interruption insurance) with respect to customary deductibles their properties and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks risks, as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related EquipmentClosing Date and with such deductibles or self-insured retentions as are in accordance with normal industry practice and all applicable laws, rules and war risk regulations; provided, however, that in no event will any such deductible or self-insured retention in respect of liability claims or in respect of casualty damage exceed, in each such case, $250,000 per occurrence. Each insurance policy referred to in this Section 8.07 shall specify the Agent (if applicablefor the benefit of the Lenders) and Agent shall be named as a loss payee under all hull insurance policies insuring thereof and contain a standard endorsement satisfactory to the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredeffecting such specification. All policies of insurance on real and personal property will include an endorsementcovering the Collateral are to be made payable to the Agent, in form case of loss, under a standard non-contributory "lender" or "secured party" clause and substance acceptable are to contain such other provisions as the Agent may require to fully protect the Agent's interest in the Collateral and to any payments to be made under such policies. All original policies or true copies thereof are to be delivered to the Agent, showing loss payable to Agent (Form 438 BFU or equivalent) premium prepaid, with the additional insured endorsement in the Agent's favor, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least for not less than thirty (30) days' days prior written notice to the Agent before of the exercise of any such policy right of modification or policies cancellation. So long as no Event of insurance Default has occurred or is continuing, amounts received by the Agent as payee shall, if in excess of $1,000,000, be credited to the borrowings and shall be canceledavailable for reborrowing, subject to the terms and conditions hereof. Upon Insurance proceeds of $1,000,000 or less may be reinvested in the occurrence replacement of items which were the subject of the insurance recovery. At the Borrowers' request, the Agent may arrange for such insurance, but at the Borrowers' expense and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for without any responsibility on the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices part for similarly situated borrowersobtaining the insurance, and if the circumstances are unusualsolvency of the insurance companies, in Agent's sole opinionthe adequacy of the coverage, or the collection of claims.

Maintenance of Insurance. Maintain or cause Lessee(s)In addition to and cumulative with any other requirements herein imposed on the Company with respect to insurance, as applicable, liability, casualty and other the Company shall maintain insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies on such of its properties, in such amounts and against such risks as is carried customarily maintained by responsible companies engaged in similar businesses and owning similar assets operating in the general areas same vicinity, but in which Borrower and its Subsidiaries operate and shall furnish any event to Lenders statements of its insurance coverage and shall promptlyinclude business interruption insurance, upon Agent's request, furnish other or additional insurance deemed necessary by Agent in amounts satisfactory to the extent that Bank, which such insurance may shall not be availablecancellable by the Company, unless with the prior written consent of the Bank, or by the Company's insurer, unless with at least ten (10) days advance written notice to the Bank thereof (or such lesser or greater time period as shall be accepted or required by the Bank from time to time). Borrower The Bank acknowledges that the Company's insurance policies in effect on the date hereof, as described in SCHEDULE 10.10 attached hereto, are satisfactory to the Bank for purposes hereof. The Company shall take all actions required to maintain file with the foregoing insurance and/or to comply with all requirements Bank upon its request a detailed list of such insurance coveragethen in effect stating the names of the insurance companies, the amounts and rates of insurance, the date of expiration thereof, the properties and risks covered thereby and the insured with respect thereto, together with a copy of each such policy and, within thirty (30) days after notice in writing from the Bank, obtain such additional insurance as the Bank may reasonably request. Prior to any Loan disbursement, Agent The Bank shall be named as loss payee on each policy of property insurance and additional insureds insured on all each policy of liability insurance, all risk ground . The Bank is hereby authorized and flight coverage for damage or loss empowered to collect and receive the proceeds of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull any insurance policies insuring maintained pursuant to this Section 10.10 or any other provision of this Agreement for application (i) to the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Advances if no Default Condition or Event of DefaultDefault has occurred and is continuing and (ii) to the Obligations in such order as the Bank shall elect if any Event of Default or Default Condition has occurred and is continuing. The Bank is hereby further authorized and empowered, Borrower hereby directs all present and future insurers under at its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right option, at any time, upon review time when a Default Condition or Event of Borrower's risk profileDefault has occurred and is continuing, to require additional forms and limits of adjust or compromise any loss under any such insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionpolicies.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries (other than the Excluded Foreign Subsidiaries) to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s), as applicable, associations (including comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders’ interest in the general areas Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in which Borrower favor of the Collateral Agent and its Subsidiaries operate such other Persons as the Collateral Agent may designate from time to time, and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent provide for not less than 30 days prior written notice to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Collateral Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateralexercise of any right of cancellation. Borrower shall deliver to Agent certified copies of such insurance policies and endorsements to all the Agents within 30 days of the Effective Date. If any Loan Party or any of its Subsidiaries (aother than the Excluded Foreign Subsidiaries) "All Risk" fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and business interruption 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. Borrower shall give the Agents prompt notice of any loss exceeding $250,000 covered by such insurance. So long as no Event of Default has occurred and is continuing, Borrower shall have the exclusive right to adjust any losses payable under any such insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredwhich are less than $250,000. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon Following the occurrence and during the continuation of a Default or an Event of Default, Borrower hereby directs all present and future insurers or in the case of any losses payable under its and its Subsidiaries’ "All Risk" policies such insurance exceeding $250,000, Collateral Agent shall have the exclusive right (subject to the rights of the First Lien Agent pursuant to the Intercreditor Agreement) to adjust any losses payable under any such insurance policies, without any liability to pay all proceeds payable thereunder directly to Agent for the ratable benefit any Loan Party whatsoever in respect of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionsuch adjustments.

Maintenance of Insurance. Maintain or cause Lessee(sto be maintained, with financially sound and reputable insurers rated not less than A-, Class VII by Best’s, commercial general liability insurance including follow-form umbrella, business interruption insurance and all risk property insurance for full replacement cost, in each case with respect to liabilities, losses or damage in respect of the assets, properties and businesses of each Loan Party as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks, and in amounts and otherwise on such terms and conditions as shall be customary for such Persons (including perils of flood (only with respect to fee-owned real estate or, where applicable, personal property located on any leasehold estate), quake and/or wind/hail or named storms, as applicable, liability, casualty ) and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent reasonably acceptable to the extent that Administrative Agent. Each such policy of insurance may be available. Borrower shall take all actions required to maintain (i) name the foregoing insurance and/or to comply with all requirements Administrative Agent, on behalf of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent each Lender as an additional insured. All policies insured by endorsement thereunder as its interests may appear, (ii) in the case of each property insurance on real and personal property will include an policy, contain a lender’s loss payable clause or endorsement, satisfactory in form and substance acceptable to the Administrative Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to that names the Administrative Agent, will on behalf of the Lenders, as the lender’s loss payee thereunder, and (iii) provide that the insurer will give for at least thirty (30) days' ’ prior written notice to the Administrative Agent before of any modification or cancellation of such policy. The Administrative Agent and Secured Parties have no responsibility for premiums, warranties or representations to underwriters. The Loan Parties or their insurance broker shall provide a certificate of insurance upon each policy renewal or replacement in form and substance reasonably acceptable to the Administrative Agent. In the event the Borrower fails within ten (10) Business Days after the Administrative Agent’s request to provide the Administrative Agent with evidence of the insurance coverage required by this Agreement, the Administrative Agent may purchase insurance at the Borrower’s expense to protect the Administrative Agent’s interests in the Collateral. This insurance may, but need not, protect the Borrower’s interests. The coverage purchased by the Administrative Agent may, but need not, pay any claim made by Borrower or any claim that is made against Borrower in connection with the Collateral. The Borrower may later cancel any insurance purchased by the Administrative Agent, but only after providing the Administrative Agent with evidence that the Borrower has obtained insurance as required by this Agreement. If the 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 the Administrative Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. 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 its own. If at any time any Mortgaged Property is a Flood Hazard Property, obtain a flood insurance policy or policies covering such Flood Hazard Property and contents (to the extent the contents constitute Collateral), for the term of insurance the Loan in an amount sufficient to cause compliance with the Flood Laws plus such additional flood coverage as may be reasonably required by Administrative Agent. Such policy or policies shall be canceledin form and substance reasonably acceptable to Administrative Agent and shall otherwise contain such terms as may be reasonably required by Administrative Agent to comply with the Flood Laws. Upon The coverage required hereunder may be obtained from a private insurer (to the occurrence extent permitted under the Flood Laws) or from federally-backed flood insurance available under the National Flood Insurance Program; provided that, any such insurance obtained from a private insurer shall (x) conform to the criteria for such insurance identified by the Flood Laws and continuation of a Default or Event of Defaultany other applicable Law, Borrower hereby directs all present (y) be from an insurer reasonably acceptable to Administrative Agent (and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review shall not be an Affiliate of Borrower's risk profile, to require additional forms ) and limits (z) include the following disclaimer in its policy or endorsement: “This policy meets the definition of private flood insurance to adequately protect Lenders' interests contained in accordance with Agent's normal practices for similarly situated borrowers, 42 U.S.C. 4012a(b)(7) and if the circumstances are unusual, in Agent's sole opinioncorresponding regulation”.

Maintenance of Insurance. Maintain Each Obligor shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or cause Lessee(s)damage by fire and such other insurable hazards against which such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks, and in such amounts, as applicable, liability, casualty similar properties and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance assets are insured by prudent companies in such amounts similar circumstances carrying on similar businesses, and against such risks as is carried by responsible companies engaged in similar businesses with reputable and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its financially sound insurers, including self-insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take customary, all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent as shall be named as additional insureds on all liability insurancereasonably satisfactory to the Required Holders. For policies which cover insured entities in addition to the Company and the other Obligors, all risk ground the policies shall provide that the required limits per occurrence will continue to be in effect for the Company and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateralother Obligors notwithstanding losses which may occur with respect to such other Persons. Borrower The Obligors shall deliver to the Collateral Agent endorsements (x) on the Closing Date and annually thereafter an original certificate of insurance signed by the Obligors’ independent insurance broker describing and certifying as to the existence of all of its (a) "All Risk" insurance on the Collateral required to be maintained by this Agreement and the other Financing Documents, including business interruption insurance policies naming Agent as loss payeein an amount of $50,000,000 or more in the aggregate among all Obligors, together with a copy of the endorsements described in the next sentence attached to such certificate and (by) general liability at the request of the Required Holders, from time to time a summary schedule indicating all insurance then in force with respect to each of the Obligors. Such policies of insurance shall contain special endorsements, in form and other liability policies naming substance reasonably acceptable to the Collateral Agent, which shall (i) specify the Collateral Agent as an additional insured. All policies , 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 insurance on real the applicable Obligors and personal property will include an endorsementnot that of the insured, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalentii) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies interest of insurance the holders of the Notes shall be canceled. Upon insured regardless of any breach or violation by the occurrence and continuation applicable Obligors of a Default any warranties, declarations or Event conditions contained in such policies or any action or inaction of Default, Borrower hereby directs all present and future insurers the applicable Obligors or others insured under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.such policies,

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's ’s request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "“All Risk" ” and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' ’ prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "“All Risk" ” policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's ’s risk profile, to require additional forms and limits of insurance to adequately protect Lenders' ’ interests in accordance with Agent's ’s normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's ’s sole opinion.

Maintenance of Insurance. Maintain Except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Parent Borrower believes (in the good faith judgment of the management of the Parent Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and Parties (for the avoidance of doubt, such coverage shall furnish to Lenders statements of its not include flood insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent except to the extent required by applicable law). Subject to Section 6.16, the Borrowers shall use commercially reasonable efforts to ensure that such insurance may be available. Borrower shall take at all actions required to maintain times the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to liability insurancepolicies (other than directors and officers policies and workers compensation) maintained by the Loan Parties and the Collateral Agent, all risk ground and flight coverage for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the property insurance maintained by the Loan Parties; provided that, unless an Event of Default pursuant to Section 8.01(a), (f) or (g) shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Borrowers or applicable Subsidiary Guarantor, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring the Collateral. maintained by a Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeerespective Subsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insuredagrees that each Borrower and/or its respective Subsidiaries shall have the sole right to adjust or settle any claims under such insurance. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.177

Maintenance of Insurance. Maintain (a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Lux Borrower believes (in the good faith judgment of the management of the Lux Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any selfinsurance which the Lux Borrower believes (in the good faith judgment of management of the Lux Borrower) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Lux Borrower and its Subsidiaries operate and the Restricted Subsidiaries. The Borrowers shall furnish use commercially reasonable efforts to Lenders statements ensure that at all times the Collateral Agent for the benefit of its insurance coverage and shall promptlythe Secured Parties, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as an additional insureds on all insured with respect to liability insurance, all risk ground policies (other than directors and flight coverage officers policies and workers compensation) maintained by the Borrowers and each Subsidiary Guarantor and the Collateral Agent for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee with respect to the property insurance maintained by the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Lux Borrower, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Lux Borrower any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Lux Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30Lux Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07(a) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon deemed satisfied if the occurrence Borrowers obtain insurance policies that are customary and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent appropriate for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionapplicable jurisdiction.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged of similar size and in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the general areas in which Borrower Collateral Agent; provided, however, the Parent and its Subsidiaries operate and may maintain self-insurance (which shall furnish to Lenders statements of its include insurance coverage and shall promptly, upon Agent's request, furnish other or additional maintained through Milacron Assurance) in connection with the insurance deemed necessary by Agent requirements set forth above to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply reasonably prudent and consistent with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredpast practices. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished shall use reasonable efforts to Agent, will cause its insurance providers to provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain (a) The Borrower shall obtain and maintain, or shall cause to be obtained and maintained, the insurance coverages specified in this subsection 4.7(a). The insurer issuing any such policy shall certify to the Lender that (1) loss payments with respect to insurance required pursuant to Section 4.7(a)(i) will be payable to the Lender such payments to be applied in the manner set forth in the Deed of Trust (2) the interests of the Lender shall be insured regardless of any breach or violation by the Borrower of any warranties, declarations or conditions contained in such policy, and (3) if such insurance is canceled or materially changed or if any reinsurance is canceled for any reason whatsoever, such insurer will promptly notify the Lender and such cancellation or change shall not be effective as to the Lender for thirty (30) days after receipt by the Lender of such notice. The Borrower shall deliver to the Lender, or cause Lessee(sto be delivered to Lender, XXXXX Form 28 Evidence of Insurance and an XXXXX Form 25-S Certificate of Insurance (or such other equivalent form as may be acceptable to the Lender) (provided that any such form shall not contain any qualifying language concerning the status of Lender, as additional insured), as applicable, liabilitywith respect to such policies on or before the Closing Date, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged evidence of each renewal policy in similar businesses forms prior to the expiration of the original policy or preceding renewal policy (as the case may be); and owning similar assets in to deliver to the general areas in which Borrower and its Subsidiaries operate and shall furnish Lender, or cause to Lenders statements of its insurance coverage and shall promptlybe delivered to the Lender, upon Agent's Lender’s request, furnish receipts or other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide evidence that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests premiums thereon have been paid in accordance with Agent's normal practices the policy. The insurer or reinsurer for similarly situated borrowersall such policies shall be rated A-IX or better by A.M. Best Company, Inc., or shall have such other rating reasonably acceptable to the Lender. The form, content, insurers and if reinsurers of all insurance policies required under this Agreement and the circumstances are unusual, Deed of Trust shall be satisfactory to the Lender in Agent's sole opinionaccordance with the standards established in this Section 4.7. The Lender acknowledges that the liability and property insurance delivered to Lender on the Closing Date is satisfactory to Lender in accordance with the standards established in this Section 4.7.

Maintenance of Insurance. Maintain Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, 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 cause Lessee(s)renewed, as applicable, liability, casualty 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 other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses to those engaged in by the Borrower and owning similar assets in the general areas in which Restricted Subsidiaries. The Borrower shall use commercially reasonable efforts to ensure that at all times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the Borrower and each Subsidiary Guarantor and the Collateral Agent for the benefit of the Secured Parties shall be named as loss payee with respect to the property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss payee under any property insurance maintained by the Borrower and its Subsidiaries operate Subsidiaries, (B) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Casualty Event shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent be paid to the extent that Borrower. With respect to each Material Real Property encumbered by a Mortgage, obtain flood insurance in such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or total amount as sufficient to comply with all requirements applicable rules and regulations promulgated pursuant to (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004, each as amended from time to time, if at any time any improvements located on any such insurance coverage. Prior to Material Real Property encumbered by a Mortgage are located within an area designated a “special flood hazard area” in any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage Flood Insurance Rate Map published by the Federal Emergency Management Agency (or loss of the related Equipmentany successor agency), and war risk insurance (if applicable) and Agent shall be named otherwise comply with the National Flood Insurance Program as a loss payee under all hull insurance policies insuring set forth in the Collateral. Borrower shall deliver Flood Disaster Protection Act of 1973, as amended from time to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, flood, rent, worker's compensation and business interruption insurance) with respect to the Collateral and its other insurance properties (subject to customary deductibles including all real property leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is (i) carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated, (ii) required by any Requirement of Law, (iii) required by any Material Contract and owning similar assets (iv) in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as their interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real and personal property will include an endorsement, in form and substance acceptable are to be delivered to the Collateral Agent, showing with the loss payable and additional insured endorsement in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent before of the exercise of any right of cancellation. The rights of the Collateral Agent shall not extend to property and lost rent insurance coverage obtained by the Loan Parties for the benefit of any real property lessor. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain Maintain, and cause each Restricted Subsidiary to maintain, insurance with financially sound and reputable insurance companies or associations in such amounts and covering such risks as are usually carried by companies engaged in the same or a similar business and similarly situated, provided, however, that Borrower may, to the extent permitted by Law, provide for appropriate self-insurance with respect to: (a) worker’s compensation, up to $500,000.00 per occurrence; and (b) and general liability of up to $2,000,000.00 per occurrence and up to $5,000,000.00 aggregate per calendar year, and provided adequate umbrella coverage is maintained for amounts in excess of the foregoing self-insurance limits. At the request of Administrative Agent, copies of all policies (or such other proof of compliance with this Section as may be reasonably satisfactory) shall be delivered to the Administrative Agent and Syndication Parties. All liability policies shall name the Administrative Agent, for the benefit of the Syndication Parties, as additional insured as its interests may appear. All such insurance policies shall be endorsed with a mortgagee’s or loss payable clause, as appropriate, in favor of the Administrative Agent, for the benefit of the Syndication Parties. All such insurance policies shall contain a provision requiring at least ten (10) days’ notice to the Administrative Agent prior to any cancellation for non-payment of premiums. Borrower shall give the Administrative Agent satisfactory written evidence of premium payment and renewal or substitution of all such policies. Borrower agrees to pay, or cause Lessee(s)to be paid, and to cause the Restricted Subsidiaries to pay, as applicable, liabilityall premiums on such insurance as they become due, casualty and other will not permit, or allow any Restricted Subsidiary to permit, any condition to exist on or with respect to its assets which would wholly or partially invalidate any insurance thereon. Within ten (subject to customary deductibles and retentions10) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets days after the occurrence of any loss in the general areas in which amount of $5,000,000.00 or more, Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent give written notice thereof to the extent that such insurance may be availablecarrier, the Collateral Agent, and the Administrative Agent. Borrower shall take all actions required to maintain hereby authorizes and empowers the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Administrative Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon upon the occurrence and during the continuation of a Default or an Event of Default, at the Administrative Agent’s option and in the Administrative Agent’s sole discretion, to, in so far as affects the Collateral, act as attorney-in-fact for Borrower hereby directs to make proof of loss, to adjust and compromise any claim under insurance policies, to collect and receive insurance proceeds, and to deduct therefrom the Administrative Agent’s expenses incurred in the collection of such proceeds, and all present and future insurers under its and its Subsidiaries’ "All Risk" insurance policies of insurance to pay all proceeds payable thereunder directly to Borrower shall provide that the Administrative Agent may act as Borrower’s attorney-in-fact for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionsuch purposes.

Maintenance of Insurance. Maintain Except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Parent Borrower believes (in the good faith judgment of the management of the Parent Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and Parties (for the avoidance of doubt, such coverage shall furnish to Lenders statements of its not include flood insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent except to the extent required by applicable law). Subject to Section 6.16, the Borrowers shall use commercially reasonable efforts to ensure that such insurance may be available. Borrower shall take at all actions required to maintain times the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to liability insurancepolicies (other than directors and officers policies and workers compensation) maintained by the Loan Parties and the Collateral Agent, all risk ground and flight coverage for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the property insurance maintained by the Loan Parties; provided that, unless an Event of Default pursuant to Section 8.01(a), (f) or (g) shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Borrowers or applicable Subsidiary Guarantor, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring the Collateral. maintained by a Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeerespective Subsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable agrees that each Borrower and/or its respective Subsidiaries shall have the sole right to Agent, showing loss payable to Agent (Form 438 BFU adjust or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain in full force and effect, with insurance companies that Parent believes (in the good faith judgment of the management of Parent) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which Parent believes (in the good faith judgment of management of Parent) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses to those engaged in by Parent and owning similar assets its Subsidiaries. Parent shall use commercially reasonable efforts to ensure that at all times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by Parent and each other Loan Party and the Collateral Agent for the benefit of the Secured Parties shall be named as loss payee with respect to the property insurance maintained by each Loan Party; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by Parent and its Subsidiaries, (B) the Collateral Agent agrees that the Borrowers and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Casualty Event shall be paid to the Borrowers; provided, however, that notwithstanding anything to the contrary set forth above, the Borrowers shall be obligated to prepay any applicable Net Cash Proceeds in accordance with the terms of Section 2.04(b)(ii). With respect to each real property located in the general areas United States encumbered by a Mortgage, (I) obtain flood insurance in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or total amount as sufficient to comply with all requirements applicable rules and regulations promulgated pursuant to (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004, each as amended from time to time, if at any time any improvements located on any such insurance coverage. Prior Material Real Property encumbered by a Mortgage are located within an area designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground time and flight coverage for damage or loss (II) upon the reasonable request of the related EquipmentAdministrative Agent (except after the occurrence and during the continuation of an Event of Default, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall not to exceed one time per fiscal year), deliver to the Administrative Agent endorsements to all evidence of its compliance with clause (aI) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, above in form and substance reasonably acceptable to the Administrative Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent, worker's compensation and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and, in any event, in an amount, adequacy and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent Collateral Agent, it being understood that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicableincluding the amount, adequacy and scope thereof) and Agent shall be named as a loss payee under all hull insurance policies insuring in effect on the Collateral. Borrower shall deliver Effective Date is satisfactory to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredthe Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form with (other than with respect to director and substance acceptable to Agent, showing officer policies) 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain (a) Use commercially reasonable efforts to maintain in full force and effect, with insurance companies that the Parent Borrower believes (in the good faith judgment of the management of the Parent Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses to those engaged by the Borrowers and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish Restricted Subsidiaries. Subject to Lenders statements of its insurance coverage and shall promptlySection 6.16, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Parent Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to liability insurancepolicies (other than directors and officers policies and workers compensation) maintained by Holdings, all risk ground the Borrowers and flight coverage each Subsidiary Guarantor and the Collateral Agent, for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the property insurance maintained by Holdings, the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the applicable Borrower or applicable Subsidiary Guarantor, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" Borrowers and business interruption insurance policies naming Agent as loss payeetheir Subsidiaries, and (C) the Collateral Agent agrees that the Borrowers and/or their applicable Subsidiaries shall have the sole right to adjust or settle any claims under such insurance. (b) general liability and other liability policies naming Agent as an additional insured. All policies of Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all improved real property that is located in a special flood hazard area and personal property will include an endorsementthat constitutes Mortgaged Property, on such terms and in form such amounts as required by the Flood Insurance Laws, (ii) furnish to the Collateral Agent promptly upon written request evidence of the renewal (and substance acceptable payment of renewal premiums therefor) of all such policies prior to Agentthe expiration or lapse thereof, showing loss payable and (iii) furnish to the Collateral Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior prompt written notice to Agent before of any redesignation of any such policy improved real property into or policies of insurance shall be canceled. Upon the occurrence and continuation out of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lendersspecial flood hazard area. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.Section 6.08

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, business interruption insurance and other the key man insurance provided for in Section 4.01(d)(xvii) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredAgent. All policies covering the Collateral are to be made payable to the Agent for the benefit of the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Agent 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 on real are to be delivered to the Agent and personal property will include an endorsementthe policies are to be premium prepaid or paid in installments in accordance with the prior practice of the Loan Parties, in form and substance acceptable to Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to the Agent before of the exercise of any right of cancellation. If any Loan Party fails to maintain such policy insurance, the Agent may arrange for such insurance, but at the 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 policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or Maintain, and cause Lessee(s)each of its Subsidiaries to maintain, as applicablein effect on the Closing Date, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged of similar size and in similar businesses similarly situated; provided, however, that any changes to the amount, adequacy and owning similar assets scope of the insurance in effect on the general areas Closing Date that are material and adverse to the Lenders must be reasonably acceptable to Agent in which Borrower its Permitted Discretion; provided, further, Parent and its Subsidiaries operate and may maintain self-insurance (which shall furnish to Lenders statements of its include insurance coverage and shall promptly, upon Agent's request, furnish other or additional maintained through Milacron Assurance) in connection with the insurance deemed necessary by Agent requirements set forth above to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply reasonably prudent and consistent with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredpast practices. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable covering the Collateral are to Agent, showing loss be made payable to Agent (Form 438 BFU for the benefit of Agent and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or equivalent) “secured party” clause and extra expense are to contain such other provisions as Agent may require to fully protect the Lenders’ interest in the Collateral and business interruption endorsementsto any payments to be made under such policies. Such endorsementAll certificates of insurance are to be delivered to Agent and the policies are to be premium prepaid, or an independent instrument furnished with the loss payable and additional insured endorsement in favor of Agent and such other Persons as Agent may designate from time to Agenttime, will and shall use reasonable efforts to cause its insurance providers to provide that the insurer will give at least for not less than thirty (30) days' ’ prior written notice to Agent before of the exercise of any right of cancellation. If any Credit Party or any of its Subsidiaries fails to maintain such policy insurance, Agent may arrange for such insurance, but at the Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its Agent shall have the sole right, in the name of the Lenders, any Credit Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to their properties (subject to customary deductibles including all real properties leased or owned by them) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredLender. All policies covering the Collateral are to be made payable to the Lender, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Lender may require to fully protect the Lender’s interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Lender and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the loss payable and additional insured endorsement in favor of Lender and such other Persons as the Lender may designate for time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' ’ prior written notice to Agent before the Lender of the exercise of any right of cancellation. If the Parent or any of its Subsidiaries fails to maintain such policy insurance, the Lender may arrange for such insurance, but at the Borrowers’ expense and without any responsibility on the Lender’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation of a Default or an Event of Default, Borrower hereby directs all present the Lender shall have the sole right, in the name of the Lender and future insurers under its the Parent and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain Borrower shall at all times maintain the insurance coverage required of it under the terms of the Project Documents. EXHIBIT A AUSTRALIAN CHARGE DOCUMENT EXHIBIT B-1 RESTRICTED ACCOUNT AGREEMENT EXHIBIT B-2 BANKERS DEED OF COVENANT EXHIBIT C-1 EXHIBIT C-2 GUARANTEE AND INDEMNITY EXHIBIT D TC PLEDGE AND SECURITY AGREEMENT FIRST AMENDMENT TO TC PLEDGE AND SECURITY AGREEMENT EXHIBIT E ROYALTY AGREEMENT EXHIBIT F TOGA SECURITY AGREEMENT EXHIBIT G-1 EQUITY LETTER OF CREDIT EXHIBIT G-2 TRI-STAR LITIGATION INDEMNITY LETTER OF CREDIT EXHIBIT H SUBORDINATION AGREEMENT EXHIBIT I TOGA-BORROWER MANAGEMENT AGREEMENT EXHIBIT J FIRST AMENDED AND RESTATED TOGC PLEDGE AND SECURITY AGREEMENT EXHIBIT K SENIOR SECURED PROMISSORY NOTE $________________ New York, New York Note No. _______ Date: April _____, 2000 FOR VALUE RECEIVED, the undersigned, TIPPERARY CORPORATION, a Texas corporation ("Promisor"), hereby unconditionally promises to pay to the order of ------------------------------------------------------------------------------- -----------------------------------------------------, or cause Lessee(sassigns ("Holder"), the principal sum of __________________ AND 00/100 DOLLARS ($__________) (or so much thereof as shall not have been repaid) on or before March 30, 2006. The undersigned also promises to pay to the Holder hereof interest on the unpaid principal hereof, at the rate set forth in and in accordance with that certain Credit Agreement, dated as of even date herewith, among Promisor, TCW Asset Management Company in the capacities described therein and the other parties thereto (as amended, modified or restated from time to time, the "Credit Agreement"). All undefined capitalized terms used herein shall have the meaning given in the Credit Agreement. Payments of principal and interest shall be computed on the bases set forth in the Credit Agreement and shall be payable as follows: (i) from and after the Initial Funding Date and until this Note is repaid in full, Coupon Interest for each Calendar Quarter (or part thereof) shall be payable quarterly on the Quarterly Payment Date, (ii) from and after the Initial Amortization Date, principal shall be payable quarterly on the Quarterly Payment Date in the amount equal to the Principal Payment for such quarter set forth in the Credit Agreement, (iii) Late Payment Rate Interest shall be payable immediately upon accrual, and (iv) the outstanding principal balance shall be payable on the Maturity Date. Payments of principal and interest are to be made in lawful money of the United States of America in immediately available funds. This Note is issued pursuant to the Credit Agreement and is secured by and entitled to the benefits thereof. This Note is also secured by certain of, and entitled to the benefits provided in, the other Loan Documents (by the terms of which agreements the Holder hereof, by its acceptance hereof, agrees to be bound), in each case to the extent provided in said agreements. All principal under and interest on this Note shall be payable without deduction or withholding for or on account of any present or future taxes, duties, fees or other charges levied or imposed on this Note or the Holder by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein. If the Promisor is required by law to make any such deduction or withholding, it will pay the Holder such additional amounts as may be necessary so that every net payment of principal of and interest on the Note received by the Holder will not be less than the amount provided in the Credit Agreement to be then due and payable. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE CREDIT AGREEMENT. Subject to the terms and conditions set forth in the Credit Agreement, upon surrender of this Note, duly endorsed, or accompanied by a written instrument of transfer or assignment or request for reissuance, duly executed by the registered Holder hereof or such Holder's attorney duly authorized in writing, one or more new Notes for a like principal amount will be issued to, and, at the option of the Holder, registered in the name of, such Holder or the designated transferee(s) or assignee(s). Promisor may deem and treat the person in whose name this Note is registered as the Holder and owner hereof for the purpose of receiving payments and for all other purposes whatsoever. If an Event of Default shall occur and be continuing, the principal of this Note may, under certain circumstances, become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. This Note shall be binding upon the successors and assigns of the Promisor and shall inure to the benefit of the successors and assigns of the Holder. This Note shall be governed by and construed in accordance with the laws of the State of New York, United States of America. Promisor hereby submits to the nonexclusive jurisdiction of the state and federal courts sitting in the State of New York and County of New York for the purposes of all legal proceedings arising out of or relating to this Note or the transactions contemplated hereby. Promisor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. TIPPERARY CORPORATION, a Texas corporation By:______________________________________________ Name: Xxxxx X. Xxxxxxxx Title: President EXHIBIT L REQUEST FOR INITIAL LOAN ADVANCE EXHIBIT M REQUEST FOR ADDITIONAL LOAN ADVANCE Reference is made to that certain First Amended and Restated Credit Agreement dated as of February 2, 2001, amending and restating that certain Credit Agreement dated as of April 28, 2000 (as from time to time amended), by and among TIPPERARY CORPORATION, a Colorado corporation ("Borrower"), TIPPERARY OIL & GAS (AUSTRALIA) PTY. LTD, a Queensland corporation ("TOGA"), and LENDERS that are party thereto, TCW ASSET MANAGEMENT COMPANY, a California corporation ("TAMCO"), as applicableAgent, liabilityand TAMCO, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets Collateral Agent. Terms which are defined in the general areas Credit Agreement are used herein with the meanings given them in the Credit Agreement. Pursuant to the terms of the Credit Agreement, Borrower hereby requests the Lenders to make an Additional Loan Advance to Borrower in the principal amount of $________ and specifies [__________], as the date Borrower desires for the Lenders to make such Additional Loan Advance and to deliver to Borrower the proceeds thereof, by wire transfer to the following: Tipperary Corporation Acct # ______________________ [Bank]_______________________ [City, State] _______________ ABA # _______________________ To induce the Lenders to make such Additional Loan Advance, Borrower hereby represents, warrants, acknowledges, and agrees that: The officer of Borrower signing this instrument is the duly elected, qualified and acting officer of Borrower as indicated below such officer's signature hereby, having all necessary authority to act for Borrower in making the request herein contained. All representations and warranties made by Borrower, TOGA, or each Related Person in any Loan Document are true and correct on and as of the date hereof as if such representations and warranties had been made as of the date hereof. There does not exist on the date hereof any condition or event which constitutes a Default which has not been waived in writing by Collateral Agent, Agent and the Lenders; nor will any such Default exist upon Borrower's receipt and application of the AdditionalLoan Advance requested hereby. Borrower and its Subsidiaries operate and shall furnish to Lenders statements will use the Additional Loan Advance hereby requested in compliance with Section 2.4 of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent the Credit Agreement. Except to the extent that such insurance may be available. Borrower shall take all actions required to maintain waived in writing by Collateral Agent, Agent and the foregoing insurance and/or to comply Lenders, Borrower, TOGA and each Related Person have performed and complied with all requirements agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date hereof, and each of such insurance coverage. Prior the conditions precedent to any Additional Loan disbursement, Agent Advance contained in the Credit Agreement shall be named satisfied as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipmentdate thereof. The Loan Documents have not been modified, amended or supplemented by any unwritten representations or promises, by any course of dealing, or by any other means not provided for in the Credit Agreement. The person signing this instrument hereby certifies, that, to the best of [his] knowledge after due inquiry, the above representations, warranties, acknowledgements, and war risk insurance (if applicable) agreements of Borrower are true, correct and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioncomplete.

Maintenance of Insurance. Maintain Maintain, and cause each of their Subsidiaries to maintain, or cause Lessee(s)other Persons shall maintain for the Parent and its Subsidiaries, as applicableinsurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to their properties (subject to customary deductibles including all real properties leased or owned by them) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the Agent. To the extent such policies name a Loan Party or its Subsidiaries as a named insured, all policies covering the Collateral are to be made payable to the Agent for the benefit of the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Agent may require to fully protect the Lenders' interest in the general areas Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Agent and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in which Borrower favor of Agent and its Subsidiaries operate such other Persons as the Agent may designate from time to time as their respective interests may appear, and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage provide for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) not less than 30 days' prior written notice to the Agent before of the exercise of any right of cancellation. If the Loan Parties or any of their Subsidiaries fail to maintain such policy insurance, the Agent may arrange for such insurance, but at the Borrowers' 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 policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present the Agent shall have the sole right, in the name of the Lenders, the Loan Parties and future insurers under its and its their Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, compromise or settlement of any claims under any such insurance policies, subject to the rights of third parties that have been granted a Permitted Lien that is prior to the Lien in favor of the Agent's sole opinion.

Maintenance of Insurance. Maintain Except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, 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 cause Lessee(s)renewed, as applicable, liability, casualty 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 other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and Parties (for the avoidance of doubt, such coverage shall furnish to Lenders statements of its not include flood insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent except to the extent that such insurance may be availablerequired by applicable law). Subject to Section 6.16, the Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to liability insurancepolicies (other than directors and officers policies and workers compensation) maintained by the Borrower and each Subsidiary Guarantor and the Collateral Agent, all risk ground and flight coverage for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as loss payee and mortgagee with respect to the property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, unless a Specified Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Borrower or applicable Subsidiary Guarantor, (B) 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 or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide 190 agrees that the insurer will give at least thirty (30) days' prior written notice Borrower and/or its Subsidiaries shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain Until the Securities have been paid in full, the Company shall, and shall cause its Subsidiaries, to maintain insurance with responsible carriers against such risks and in such amounts as is customarily carried by similar businesses with such deductibles, retentions, self insured amounts and coinsurance provisions as are customarily carried by similar businesses of similar size, including, without limitation, property and casualty loss. Notwithstanding the foregoing, customary insurance coverage for the purposes of the Indenture shall include the following: (i) casualty insurance on the Mortgaged Property in an amount at least equal to the principal amount of the Securities from time to time outstanding and (ii) business interruption insurance on the Mortgaged Property (so long as such Mortgaged Property is subject to the Liens created by the Collateral Documents). With respect to the insurance described in clauses (i) and (ii) of this Section 4.13, the Company shall provide satisfactory evidence of such insurance to the Trustee prior to the anniversary or cause Lessee(s)renewal date of each such policy, which certificate shall expressly state such expiration date for each policy listed. All insurance under this provision covering Mortgaged Property shall name the Trustee as an additional insured or mortgagee under a standard mortgagee clause, as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon issued by carriers having an A.M. Best & Company, Inc. rating of A- or higher and a financial size category of not less than XII, or if such carrier is not rated by A.M. Best & Company, Inc., having the occurrence financial stability and continuation of size deemed appropriate by the Company after consultation with a Default or Event of Defaultreputable insurance broker; provided, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any timehowever, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and that if the circumstances are unusualcarrier that issued the insurance required by this Section fails to meet the requirements of this Section after the issuance of such insurance, in Agent's sole opinionthe Company shall have 90 days from the date it becomes aware of such failure to replace such insurance with insurance issued by a carrier that does meet the requirements of this Section. The Company will furnish to the Trustee within thirty days of each anniversary of the date of this Indenture evidence of compliance with this Section 4.13 from an insurance broker or consultant.

Maintenance of Insurance. Maintain Maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s), as applicable, associations (including comprehensive general liability, casualty hazard, rent, worker's compensation and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the general areas in which Borrower Collateral Agent (it being understood and its Subsidiaries operate agreed that the amount, adequacy and shall furnish to Lenders statements scope of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent that exists on the Closing Date is satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent). All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non‑contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real and personal property will include an endorsement, in form and substance acceptable are to be delivered to the Collateral Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Restricted Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Collateral Agent’'s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its upon the written direction of the Collateral Agent or the Required Lenders, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Restricted Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain in full force and effect, 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 cause Lessee(s)renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower and the Subsidiaries. Subject to Section 6.16, the Borrower shall ensure that at all times the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured, lender loss payee and/or loss payee, as applicable, liability, casualty with respect to liability policies (other than directors and officers policies and workers compensation and other insurance (subject with respect to customary deductibles and retentionswhich a secured party is customarily not granted an insurable interest) on all Property with responsible insurance companies in such amounts and against such risks as is carried maintained by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate each Guarantor and shall furnish to Lenders statements the Collateral Agent, for the benefit of its insurance coverage and shall promptlythe Secured Parties, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurancelender loss payee and mortgagee with respect to the property insurance maintained by the Borrower and each Guarantor; provided that, all risk ground unless an Event of Default shall have occurred and flight coverage for damage or loss be continuing and, other than in the case of the related Equipment, and war risk insurance (if applicableany Event of Default described in Sections 8.01(a) and 8.01(f), the Administrative Agent or the Required Lenders shall have elected to accelerate any Obligations or pursue any of their remedies as set out in Section 8.02, (A) all proceeds from insurance policies shall be paid to the Borrower or Guarantor, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall be named turn over to the Borrower any amounts received by it as a an additional insured or lender loss payee under all hull any property insurance policies insuring maintained by the Collateral. Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice Borrower and/or their applicable Subsidiaries shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain Maintain, and cause ------------------------ each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the general areas in Collateral Agent, and shall not be less than the amount, adequacy and scope than that required by any Mortgage to which Borrower it or any Subsidiary is a party and the insurance maintained by the Parent and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to on the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredFacility Effective Date. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause. All certificates of insurance on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as set forth in any Mortgage or as the Collateral Agent may designate from time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain In addition to and cumulative with any other requirements herein or cause Lessee(s)in the Security Agreement imposed on the Borrower, as applicablethe Guarantors and the other Loan Parties with respect to insurance, liabilitythe Borrower, casualty the Guarantors, the other Loan Parties and the Subsidiaries of the Borrower, the Guarantors and the other Loan Parties shall maintain insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies satisfactory to the Bank on such of their respective properties and assets, in such amounts and against such risks as is carried customarily maintained by responsible companies engaged in similar businesses and owning similar assets operating in the general areas same vicinity, but in any event to include public liability, worker’s compensation, business interruption, malicious mischief, errors and omissions, loss, damage, flood, windstorm, fire, theft, extended coverage and product liability insurance in amounts satisfactory to the Bank, which Borrower insurance shall not be cancellable or altered (or the coverage thereunder reduced or restricted) by the Borrower, any Guarantor, any other Loan Party or any Subsidiary of the Borrower, any Guarantors or any other Loan Party, unless with the prior written consent of the Bank, or by the insurer of the Borrower, the Guarantors and its Subsidiaries operate the other Loan Parties, unless with at least 30 days advance written notice to the Bank thereof. The Borrower, the Guarantors and the other Loan Parties shall deliver to the Bank on December 18, 2012 and at such other times as the Bank may request, a detailed list of such insurance then in effect stating the names of the insurance companies, the amounts and rates of insurance, the date of expiration thereof, the properties and risks covered thereby and the insured with respect thereto, and, within 30 days after notice in writing from the Bank, obtain such additional insurance as the Bank may reasonably request. The Borrower, the Guarantors and the other Loan Parties will pay all premiums on the insurance referred to herein as and when they become due and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed do all things necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements in effect. The Bank may act as the agent of the Borrower, the Guarantors and the other Loan Parties in adjusting or compromising any loss under any such insurance coveragepolicy and in collecting and receiving the proceeds from any such policy. Prior Such power is coupled with an interest and is irrevocable. In the event of any loss under any such policy of insurance, the insurer named therein is hereby authorized and directed by the Borrower, the Guarantors and the other Loan Parties to make payment for such loss to the Bank, rather than to the Borrower, the Guarantors, the other Loan Parties and the Bank jointly. If the Borrower, any Guarantor or any other Loan disbursementParty shall default in its obligation hereunder to insure the Collateral in a manner satisfactory to the Bank, Agent then the Bank shall have the right (but not the obligation) to procure such insurance and to charge the costs of same to the Borrower, the Guarantors and the other Loan Parties, which costs shall be named as additional insureds on all liability insurance, all risk ground added to and flight coverage for damage or loss become a part of the related Equipment, and war risk insurance unpaid principal amount of the Obligations (if applicableas defined in the Security Agreement) and Agent shall bear interest at the Default Rate or the highest contract rate permitted by applicable law, whichever is less, which interest shall be named as a loss payee under all hull insurance policies insuring payable on demand by the Bank and shall be secured by the Collateral. Borrower shall deliver The proceeds of all such insurance, if any loss should occur, may be applied by the Bank to Agent endorsements the payment of the Obligations (as defined in the Security Agreement) or to all the replacement of any of the Collateral damaged or destroyed, as the Bank may elect or direct in its sole discretion. The Borrower, each Guarantor and each other Loan Party hereby appoints (awhich appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Obligations (as defined in the Security Agreement) "All Risk" remain outstanding) Bank as its lawful attorney-in-fact with full power of substitution and business interruption with full authority to make, adjust, settle claims under and/or cancel such insurance policies naming Agent as loss payeeand to endorse the name of the Borrower, and (b) general liability and any Guarantor or any other liability policies naming Agent as an additional insured. All policies of Loan Party on any instruments or drafts issued by or upon any insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioncompanies.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to their properties (subject to customary deductibles including all real properties leased or owned by them) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredLender. All policies covering the Collateral are to be made payable to the Lender, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Lender may require to fully protect the Lender's interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Lender and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the loss payable and additional insured endorsement in favor of Lender and such other Persons as the Lender may designate for time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to Agent before the Lender of the exercise of any right of cancellation. If the Borrower or any of its Subsidiaries fails to maintain such policy insurance, the Lender may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Lender's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation of a Default or an Event of Default, the Lender shall have the sole right, in the name of the Lender and the Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or Maintain, and cause Lessee(s)each of its Subsidiaries to maintain, as applicablein effect on the Closing Date, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged of similar size and in similar businesses similarly situated; provided, however, that any changes to the amount, adequacy and owning similar assets scope of the insurance in effect on the general areas Closing Date that are material and adverse to the Lenders must be reasonably acceptable to Agent in which Borrower its Permitted Discretion; provided, further, Parent and its Subsidiaries operate and may maintain self-insurance (which shall furnish to Lenders statements of its include insurance coverage and shall promptly, upon Agent's request, furnish other or additional maintained through Milacron Assurance) in connection with the insurance deemed necessary by Agent requirements set forth above to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply reasonably prudent and consistent with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredpast practices. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable covering the Collateral are to Agent, showing loss be made payable to Agent (Form 438 BFU for the benefit of Agent and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or equivalent) “secured party” clause and extra expense are to contain such other provisions as Agent may require to fully protect the Lenders’ interest in the Collateral and business interruption endorsementsto any payments to be made under such policies. Such endorsementAll certificates of insurance are to be delivered to Agent and the policies are to be premium prepaid, or an independent instrument furnished with the loss payable and additional insured endorsement in favor of Agent and such other Persons as Agent may designate from time to Agenttime, will and shall use reasonable efforts to cause its insurance providers to provide that the insurer will give at least for not less than thirty (30) days' ’ prior written notice to Agent before of the exercise of any right of cancellation. If any Credit Party or any of its Subsidiaries fails to maintain such policy insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its Agent shall have the sole right, in the name of the Lenders, any Credit Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent The Master Servicer on behalf of the Trustee, as loss payeemortgagee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under use its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests reasonable efforts in accordance with Agent's normal practices the Servicing Standard to cause the related Mortgagor to maintain for similarly situated borrowerseach Mortgage Loan (other than any Mortgage Loan as to which the related Mortgaged Property has become an REO Property), and if the circumstances Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) to the extent the Trustee as mortgagee has an insurable interest (A) fire and hazard insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (i) 100% of the then "full replacement cost" of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation, and (ii) the outstanding principal balance of the related Mortgage Loan or such other amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance and to prevent the Trustee thereunder from being deemed to be a co-insurer, and (B) such other insurance as provided in the related Mortgage Loan. The Master Servicer shall maintain fire and hazard insurance from a Qualified Insurer with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) 100% of the then "full replacement cost" of the improvements which are unusuala part of such property or (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property plus accrued interest at the Mortgage Rate and related Servicing Advances. The Master Servicer shall maintain, from a Qualified Insurer, with respect to each REO Property such other insurance as provided in Agentthe related Mortgage Loan. Any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration and repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related Mortgage) shall be deposited into the Collection Account pursuant to Section 8.08(c), subject to withdrawal pursuant to Section 8.08(d). Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Owners, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance other than flood insurance is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Mortgage, Note or other Mortgage Loan documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property is located in a federally designated special flood hazard area, the Master Servicer will use its reasonable efforts in accordance with the Servicing Standard to cause the related Mortgagor to maintain or will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance required by the terms of the related Mortgage and as is available for the related property under the national flood insurance program (assuming that the area in which such property is located is participating in such program). If an REO Property is located in a federally designated special flood hazard area, the Master Servicer will obtain flood insurance in respect thereof providing substantially the same coverage as described in the preceding sentences. If at any time during the term of this Agreement a recovery under a flood or fire and hazard insurance policy in respect of an REO Property is not available but would have been available if such insurance were maintained thereon in accordance with the standards applied to Mortgaged Properties described herein, the Master Servicer shall either (i) immediately deposit into the Collection Account from its own funds the amount that would have been recovered or (ii) apply to the restoration and repair of the property from its own funds the amount that would have been recovered, if such application would be consistent with the servicing standard set forth in Section 8.01; provided, however, that the Master Servicer shall not be responsible for any shortfall in insurance proceeds resulting from an insurer's sole opinionrefusal or inability to pay a claim. Costs of the Master Servicer of maintaining insurance policies pursuant to this Section 8.11 shall be paid by the Master Servicer as a Servicing Advance and shall be reimbursable to the Master Servicer. The Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Owners, claims under each related insurance policy maintained pursuant to this Section 8.11 in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder. The Master Servicer shall require that all insurance policies required hereunder shall name the Trustee or the Master Servicer, on behalf of the Trustee as the mortgagee, as loss payee and that all such insurance policies require that 30 days' notice be given to the Master Servicer before termination to the extent required by the related Mortgage, Note, or other Mortgage Loan documents.

Maintenance of Insurance. Maintain Except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Borrower believes (in the good faith judgment of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty 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 other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses to those engaged by the Restricted Group. Subject to Section 6.16, the Borrower shall use commercially reasonable efforts to ensure that at all times from and owning similar assets in after the general areas in which Closing Date the Collateral Agent, for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies (other than directors and officers policies and workers compensation) maintained by the Borrower, the Borrower and each Guarantor and the Collateral Agent, for the benefit of the Secured Parties, shall be named as loss payee and mortgagee with respect to the property insurance maintained by the Borrower and each Guarantor; provided that, unless an Event of Default shall have occurred and be continuing subject to Section 2.05, (A) all proceeds from insurance policies shall be paid to the Borrower or applicable Guarantor, (B) 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 or loss payee under any property insurance maintained by the Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice Borrower and/or its Subsidiaries shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain Maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent, worker’s compensation and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredsimilarly situated. All policies covering the Collateral are to be made payable to the Notes Collateral Agent for the benefit of the Trustee, as its interests may appear, in case of loss, under a standard non‑contributory “lender” or “secured party” clause and are to contain such other provisions as the Notes Collateral Agent may reasonably require to fully protect the Trustee’s interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real and personal property will include an endorsement, in form and substance acceptable are to be delivered to the Notes Collateral Agent, showing with the loss payable and additional insured endorsement in favor of the Notes Collateral Agent and such other Persons as the Notes Collateral Agent may designate from time to Agent time, and shall provide for not less than 30 days’ (Form 438 BFU or equivalent10 days’ in the case of non-payment) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to the Notes Collateral Agent before of the exercise of any right of cancellation. If any Notes Party or any of its Restricted Subsidiaries fails to maintain such policy insurance, the Notes Collateral Agent may arrange for such insurance, but at the Company’s expense and without any responsibility on the Notes Collateral Agent’s part or policies the Trustee’s part for obtaining the insurance, the solvency of the insurance shall be canceledcompanies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its upon the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, the Notes Collateral Agent shall have the sole right, in the name of the Trustee, any Notes Party and its Restricted Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.”

Maintenance of Insurance. Maintain or cause Lessee(sinsurance with respect to its Properties and businesses against such liabilities, casualties, risks and contingencies as is customary in the relevant industry and sufficient to prevent a Material Adverse Effect, all such insurance to be in amounts and from insurers reasonably acceptable to the Lender, name the Lender as an additional insured (in the case of liability insurance) and co-loss payee (in the case of physical damage insurance), as applicableand, liabilityupon any renewal of any such insurance and at other times upon request by the Lender, casualty furnish to the Lender evidence, satisfactory to the Lender, of the maintenance of such insurance. The Lender shall have the right to collect, and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in each of the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent the Guarantors hereby assigns to the extent Lender, any and all monies that such may become payable under any policies of insurance may be available. Borrower shall take all actions required relating to maintain the foregoing insurance and/or to comply with all requirements business interruption or by reason of such insurance coverage. Prior to damage, loss or destruction of any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower In the event of any damage, loss or destruction for which insurance proceeds relating to (a) business interruption exceed $250,000 or (b) Collateral exceed ten percent (10%) of the book value of such Collateral, the Lender may, at its option, apply all such sums or any part thereof received by it toward the payment of the Obligations, whether matured or unmatured, application to be made first to fees, then to interest and then to principal, and shall deliver to Agent endorsements to all the Borrower or the relevant Guarantor, as the case may be, the balance, if any, after such application has been made. In the event of its (a) "All Risk" and business interruption any other damage, loss or destruction for which insurance policies naming Agent as loss payeeproceeds are received, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide provided that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a no Default or Event of DefaultDefault has occurred and is continuing, the Lender shall deliver any such proceeds received by it to the Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of or the relevant Guarantor, as the case may be, for use to repair or replace the damaged, destroyed or lost property. In the event the Lender receives insurance proceeds not attributable to pay all Collateral or business interruption, the Lender shall deliver any such proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves Borrower or the right at any timerelevant Guarantor, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if as the circumstances are unusual, in Agent's sole opinioncase may be.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including each Facility and retentionsall real properties leased or owned by Borrower or any of its Subsidiaries) on all Property with responsible insurance companies and business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent 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 on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) days' for not less than 30 days prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain Each Loan Party will, and will cause each of its Subsidiaries to, at Borrowers’ expense, maintain insurance respecting each of each Loan Party’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or cause Lessee(s)damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies reasonably acceptable to Agent (it being agreed that, as applicableof the Closing Date, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible the insurance companies listed on any insurance certificates or other evidence of insurance delivered to the Agent prior to the Closing Date are acceptable to Agent with respect to the applicable type of insurance) and in such amounts and against such risks as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the general areas in which Borrower amount, adequacy, and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss scope of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, of Borrowers in form and substance effect as of the Closing Date are acceptable to Agent, showing loss ). All property insurance policies are to be made payable to Agent (Form 438 BFU for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard lender’s loss payable endorsement with a standard non-contributory “lender” or equivalent) “secured party” clause and extra expense are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and business interruption endorsementsto any payments to be made under such policies. Such endorsement, or an independent instrument furnished Certificates of property and general liability insurance are to be delivered to Agent, will with the lender’s loss payable and additional insured endorsements in favor of Agent and shall provide that for not less than thirty days (ten days in the insurer will give at least thirty (30case of non-payment) days' prior written notice to Agent before of the exercise of any such policy right of cancellation. Unless Borrowers provide Agent with evidence of the continuing insurance coverage required by this Agreement with concurrent notice to Administrative Borrower, Agent may purchase insurance at Borrowers’ expense to protect Agent’s and Lenders’ interests in the Collateral. This insurance may, but need not, protect each Borrower’s and each other Loan Party’s interests. The coverage that Agent purchases may, but need not, pay any claim that is made against any Borrower or policies any other Loan Party in connection with the Collateral. Borrowers may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrowers have obtained the insurance coverage required by this Agreement. If Agent purchases insurance for the Collateral, as set forth above, Borrowers will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance and the costs of the insurance may be added to the principal amount of the Loans owing hereunder. Borrowers shall be canceledgive Agent prompt notice of any loss exceeding $500,000 covered by the casualty or business interruption insurance of any Loan Party or its Subsidiaries. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, after receipt by Administrative Borrower hereby directs all present of notice from Agent, Agent shall have the sole right to file claims under any property and future insurers under its and its Subsidiaries’ "All Risk" general liability insurance policies in respect of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profileCollateral, to require additional forms receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or cause Lessee(s)on the collateral ------------- ------------------------ under any of the Security Documents insurance against loss by fire, hazards included within the term "extended coverage", and such other hazards, casualties and contingencies as applicablethe Agent may from time to time require, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent an amount equal to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements greater of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage (i) $3,200,000 or loss (ii) one hundred percent (100%) of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee replacement cost of the collateral under all hull insurance policies insuring any of the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" Security Documents and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredin the amount of at least $4,000,000. All policies of such insurance on real and personal property will include an endorsement, all renewals thereof shall be in form and substance acceptable to Agent, showing shall be made payable in case of loss payable to the Agent (Form 438 BFU or equivalent) as loss payee and extra expense as its interest may appear and business interruption endorsements. Such endorsement, or shall contain an independent instrument furnished to Agent, will provide that the insurer will give at least endorsement requiring thirty (30) days' days prior written notice to the Agent before prior to cancellation or change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, death or policies property damage occurring in any building in which the limits of liability shall not be less than One Million Dollars ($1,000,000) per person and Two Million Dollars ($2,000,000) per accident, together with an excess liability policy in the amount of Five Million Dollars ($5,000,000) which shall be in addition to the limits above set forth. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be canceleddelivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves shall have the right of free choice in the selection of the agent or the insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at any timeall times a general policyholder's rating of A or A+ in Best's latest rating guide. Furthermore, upon review the Agent shall have the right and is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in the name and stead of Borrower, but in the uncontrolled discretion of said attorney, (i) to adjust, xxx for, compromise and collect any amounts due under such insurance policies in the event of loss and (ii) to give releases for any and all amounts received in settlement of losses under such policies; and the same shall, subject to Section 2.6.1.3 of this Agreement, at the option of the Agent's sole opinion, be applied, after --------------- first deducting the costs of collection, on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower for use in repairing or replacing any damaged or destroyed collateral under any of the Security Documents.

Maintenance of Insurance. Maintain Maintain, and cause each of their Subsidiaries to maintain, or cause Lessee(s)other Persons to maintain for Parent and its Subsidiaries, as applicableinsurance with responsible and reputable insurance companies or associations (including, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to their properties (subject to customary deductibles including all real properties leased or owned by them) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the Diamond – Loan Agreement #39705641 Administrative Agent. To the extent such policies name a Diamond Resorts Party or its Subsidiaries as a named insured, all policies covering the Collateral are to be made payable to the Administrative Agent for the benefit of the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Administrative Agent may reasonably require to protect the Lenders’ interest in the general areas Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Administrative Agent, and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in which Borrower and its Subsidiaries operate favor of the Administrative Agent for the benefit of the Lenders, and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage provide for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) not less than 30 days' ’ prior written notice to the Administrative Agent before of the exercise of any right of cancellation. If the Diamond Resorts Parties or any of their Subsidiaries fail to maintain such policy insurance, the Administrative Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Administrative Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present a Servicer Event of Default or an Amortization Event, the Administrative Agent shall have the sole right, in the name of the Lenders, the Diamond Resorts Parties and future insurers their Subsidiaries, to file claims under its any insurance policies (to the extent related to the Collateral), to receive, receipt and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds give acquittance for any payments that may be payable thereunder directly in respect of the Subject Collateral and to Agent for execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the ratable benefit collection, compromise or settlement of Lenders. Agent reserves any claims in respect of the right at Collateral under any timesuch insurance policies, upon review subject to the rights of Borrower's risk profile, third parties that have been granted a Permitted Lien that is prior to require additional forms and limits the Lien in favor of insurance to adequately protect Lenders' interests in accordance with the Administrative Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.

Maintenance of Insurance. Maintain Except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Parent and the Borrower believe (in the good faith judgment of the management of the Parent and the Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Parent and other insurance the Borrower believe (subject to customary deductibles in the good faith judgment of management of the Parent and the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses to those engaged by the Parent and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish Restricted Subsidiaries. Subject to Lenders statements of its insurance coverage and shall promptlySection 6.16, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times (i) the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to U.S. general liability insurancepolicies (which, all risk ground for the avoidance of doubt, shall not include any directors and flight coverage officers policies, workers compensation, business interruption policies, automobile insurance policies, employers liability insurance policies or cyber policies) maintained by the Parent and the Borrower and each Subsidiary Guarantor and (ii) the Collateral Agent, for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the U.S. general property insurance maintained by the Parent, the Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing and either the Administrative Agent or the Collateral Agent shall have exercised its rights pursuant to Section 8.02 of this Agreement or is deemed to automatically have exercised its rights pursuant to Section 8.02 of this Agreement, (A) all proceeds from insurance policies shall be paid to the Parent, the Borrower or the applicable Subsidiary Guarantor, (B) to the extent any Agent receives any proceeds, such Agent shall promptly turn over to the Borrower any amounts received by it as an additional insured or loss payee under all hull any insurance maintained by the Parent, the Borrower and their respective Subsidiaries, and (C) each Agent agrees that the Parent, the Borrower and/or their applicable Subsidiaries shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to the contrary herein, with respect to Parent and any Subsidiaries organized in any non-U.S. jurisdiction and Collateral located outside of the United States, the requirements of this Section 6.07 shall be deemed satisfied if the Parent and the Borrower obtain insurance policies insuring that are customary and appropriate for the Collateral. Borrower applicable jurisdiction and for the avoidance of doubt there shall deliver be no 156 obligation to ensure that the Collateral Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent or the Secured Parties are named as an additional insured or named as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable or to Agent, showing loss payable deliver any certificates or endorsements with respect to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance policies. The requirements set forth in this Section 6.07 shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance not apply to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.Allure Systems Corp.

Maintenance of Insurance. (a) Maintain in full force and effect, 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 cause Lessee(s)renewed, as applicable, liability, casualty 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 other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and shall furnish the Restricted Subsidiaries. Subject to Lenders statements of its insurance coverage and shall promptlySection 6.17, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Collateral Agent shall be named (i) as an additional insureds on insured with respect to U.S. general liability policies (which, for the avoidance of doubt, shall not include any directors and officers policies, workers compensation, business interruption policies or cyber policies) maintained by the Borrower and each Subsidiary Guarantor and (ii) as loss payee and mortgagee with respect to the U.S. general property insurance maintained by the Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have exercised its rights pursuant to Section 8.02 of this Agreement, (A) all liability proceeds from insurance policies shall be paid to the Borrower or the applicable Guarantor, (B) to the extent the Collateral Agent receives any proceeds from any insurance policy, the Collateral Agent shall promptly turn over to the Borrower any such amounts received by it as an additional insured, loss payee or mortgagee, and (C) the Collateral Agent agrees that the Borrower and/or its Subsidiaries shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to the contrary herein, all risk ground with respect to Foreign Subsidiaries and flight coverage for damage or loss Collateral located outside of the related EquipmentUnited States, and war risk insurance (if applicable) and Agent the requirements of this Section 6.07 shall be deemed satisfied if the Borrower obtains insurance policies that are customary and appropriate for the applicable jurisdiction and for the avoidance of doubt there shall be no obligation to ensure that the Collateral Agent or the Secured Parties are named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent an additional insured or named as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable or to Agent, showing loss payable deliver any certificates or endorsements with respect to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionpolicies.

Maintenance of Insurance. Maintain Maintain, and cause each of its ------------------------ Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to their properties (subject to customary deductibles including all real properties leased or owned by them) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredLender. All policies covering the Collateral are to be made payable to the Lender, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Lender may require to fully protect the Lender's interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Lender and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the loss payable to Agent (Form 438 BFU or equivalent) and extra expense additional insured endorsement in the Lender's favor, and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to Agent before the Lender of the exercise of any right of cancellation. If the Borrower or any Subsidiary fails to maintain such policy insurance, the Lender may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Lender's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation of a Default or an Event of Default, the Lender shall have the sole right, in the name of the Lender and the Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies (subject to the rights of any party to the Intercreditor Agreement, to the extent set forth therein).

Maintenance of Insurance. Maintain or Each of the Loan Parties shall and shall cause Lessee(s)each of its Subsidiaries to maintain, as applicable, liability, casualty with financially sound and other insurance (subject to customary deductibles and retentions) on all Property with responsible reputable insurance companies not Affiliates of any Loan Party, insurance with respect to their respective properties and businesses against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. Without limiting the foregoing, such insurance shall include insurance providing coverages for risks relating to the ownership and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements operation of its insurance coverage real estate (land and shall promptlyimprovements), upon Agent's requestits personal property, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all and general liability insurance, all each in amounts satisfactory to Administrative Agent in its reasonable discretion (it being agreed that, subject to changes in the size, nature, insurable risk ground and flight coverage for damage profile, or loss scope of the related Equipmentbusiness of the Loan Parties which would reasonably necessitate modifications thereto, the existing amounts of coverage in each of the foregoing areas are satisfactory), and war risk key man life insurance (if applicable) and Agent in the amount of $1,000,000 on Parent’s chief executive officer. All property policies shall be named have a lender’s loss payable endorsement showing Administrative Agent, for the ratable benefit of the Lending Parties, as a primary loss payee under all hull insurance policies insuring and waive subrogation against the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeLending Parties, and (b) general liability and other all liability policies naming Agent 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 of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing (or the loss payable to Agent (Form 438 BFU or equivalentand additional insured endorsements) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will shall endeavor to give Administrative Agent, on behalf of the Lending Parties, at least thirty (30) days' prior written ’ notice before canceling, amending, or declining to renew its policy and ten (10) days’ notice of any non-payment of premiums. The Loan Parties will also cause Parent to maintain Director and Officer Liability Insurance in amounts and on terms acceptable to Administrative Agent, as determined by Administrative Agent before from time to time in its reasonable discretion; it being agreed that unless and until hereafter advised to the contrary, the current coverage amounts are acceptable to Administrative Agent. At any such policy or Lending Party’s request, Loan Parties shall deliver certified copies of all of the insurance policies of insurance shall be canceledLoan Parties and its Subsidiaries and evidence of all premium payments. Upon Subject to the occurrence and continuation provisions hereof, proceeds payable under any policy shall, during the existence of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance be payable to pay all proceeds payable thereunder directly to Administrative Agent for the ratable benefit of the Lending Parties on account of the Obligations. If any Loan Party that is a party hereto fails to obtain insurance as required under this Section 6.07 or to pay any amount or furnish any required proof of payment to third persons and Lenders. , Administrative Agent reserves or Lenders may make all or part of such payments or obtain such insurance policies required in this Section 6.07 and take any action under the right at any time, upon review of Borrower's risk profile, to require additional forms policies that Lenders and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionAdministrative Agent deem necessary or prudent.

Maintenance of Insurance. Maintain (a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Dutch Borrower believes (in the good faith judgment of the management of the Dutch Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Dutch Borrower believes (in the good faith judgment of management of the Dutch Borrower) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and Restricted Subsidiaries. The Borrowers shall furnish use commercially reasonable efforts to Lenders statements ensure that at all times the Collateral Agent for the benefit of its insurance coverage and shall promptlythe Secured Parties, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as an additional insureds on all insured with respect to liability insurance, all risk ground policies (other than directors and flight coverage officers policies and workers compensation) maintained by the Borrowers and each Subsidiary Guarantor and the Collateral Agent for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee with respect to the property insurance maintained by the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Dutch Borrower, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Dutch Borrower any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Dutch Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30Dutch Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of the United States, the requirements of this Section 6.07(a) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon deemed satisfied if the occurrence Borrowers obtain insurance policies that are customary and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent appropriate for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionapplicable jurisdiction.

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to collateral under any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related EquipmentSecurity Documents insurance against loss by fire, hazards included within the term "extended coverage", and war risk insurance such other hazards, casualties and contingencies as the Agent may from time to time reasonably require, in an amount equal to one hundred percent (if applicable100%) and Agent shall be named as a loss payee of the replacement cost of the collateral under all hull insurance policies insuring any of the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" Security Documents and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredin the amount of at least $4,000,000. All policies of such insurance on real and personal property will include an endorsement, all renewals thereof shall be in form and substance acceptable to Agent, showing shall be made payable in case of loss payable to the Agent (Form 438 BFU or equivalent) as loss payee as its interest may appear and extra expense mortgagee and business interruption endorsements. Such endorsement, or shall contain an independent instrument furnished to Agent, will provide that the insurer will give at least endorsement requiring thirty (30) days' days prior written notice to the Agent before prior to cancellation or change in the coverage, scope or amount of any such policies. Borrower shall also keep in full force and effect a policy of public liability insurance against claims of bodily injury, death or policies property damage occurring in any building in which the limits of liability shall not be less than One Million Dollars ($1,000,000) per person and Two Million Dollars ($2,000,000) per accident, together with an excess liability policy in the amount of Two Million Dollars ($2,000,000) which shall be in addition to the limits above set forth. Borrower shall increase the limits of such liability insurance to such higher amounts as the Agent may from time to time reasonably require. Certificates of all such insurance shall be canceleddelivered to the Agent concurrently with the execution and delivery of this Agreement, and thereafter all renewal or replacement certificates shall be delivered to the Agent not less than thirty (30) days prior to the expiration date of the policy to be renewed or replaced, accompanied by evidence reasonably satisfactory to the Agent that all premiums payable with respect to such policies have been paid by Borrower. Upon Borrower shall have the right of free choice in the selection of the agent or the insurer through or by which the insurance required hereunder is to be placed; provided, however, said insurer has at all times a general policyholder's rating of A or A+ in Best's latest rating guide. Furthermore, from and after the occurrence and continuation of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to the Agent for the ratable benefit of Lenders. Agent reserves shall have the right at any time, upon review and is hereby constituted and appointed the true and lawful attorney irrevocable of Borrower's risk profile, in the name and stead of Borrower, but in the uncontrolled discretion of said attorney, (i) to require additional forms adjust, xxx for, compromise and limits collect any amounts due under such insurance policies in the event of insurance loss and (ii) to adequately protect Lenders' interests give releases for any and all amounts received in settlement of losses under such policies; and the same shall, subject to Section 2.6.1.3 of this Agreement, at the option of the Agent, be applied, after first deducting the costs of collection, on account of any Indebtedness the payment of which is secured by any of the Financing Documents, whether or not then due, or, notwithstanding the claims of any subsequent lienor, be used or paid over to Borrower in accordance with Agent's normal practices reasonable procedures established by the Agent for similarly situated borrowers, and if use in repairing or replacing any damaged or destroyed collateral under any of the circumstances are unusual, in Agent's sole opinionSecurity Documents.

Maintenance of Insurance. Maintain The Company shall maintain, and cause each of its Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s), as applicable, associations (including general liability, casualty hazard, rent, worker’s compensation and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses and owning similar assets similarly situated. Subject in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent each case to the extent that such insurance may be available. Borrower shall take all actions required to maintain Notes Collateral Documents, including the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursementIntercreditor Agreements, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance all policies naming covering the Collateral are to be made payable to the Notes Collateral Agent as loss payeeits interests may appear, and in case of loss, under a standard noncontributory “lender” or “secured party” clause, (b) general liability and other liability policies naming Agent as an additional insured. All policies all certificates of insurance on real and personal property will include an endorsementare to be delivered to the Notes Collateral Agent promptly after its request, in form and substance acceptable to Agent, showing with the loss payable and additional insured endorsement in favor of the Notes Collateral Agent and such other Persons as the Notes Collateral Agent may designate from time to Agent time, and shall provide for not less than 30 days’ (Form 438 BFU or equivalent10 days’ in the case of non-payment) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to the Notes Collateral Agent before of the exercise of any right of cancellation. If the Company or any of its Restricted Subsidiaries fails to maintain such policy insurance, the Notes Collateral Agent may arrange for such insurance, but at the Company’s expense and without any responsibility on the Notes Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceled. Upon claims, and (c) upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs the Notes Collateral Agent shall have the sole right, in the name of the Company or any Restricted Subsidiary, 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 present 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 Company shall provide the Notes Collateral Agent annually, within 45 days after the end of the Company’s fiscal year, with an Officer’s Certificate certifying compliance with the provisions of this Section 13.07. The Notes Collateral Agent shall be entitled to conclusively rely upon said Officer’s Certificate as to the Company’s compliance with the foregoing insurance requirements without further inquiry. The Notes Collateral Agent makes no representation as to and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent shall have no responsibility for the ratable benefit sufficiency or adequacy of Lendersthe insurance or the issuing insurer. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.137

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty The Borrower shall maintain insurance with financially sound and other insurance (subject to customary deductibles and retentions) on all Property with responsible respectable insurance companies or associations in such companies or associations in such amounts and against covering such casualties and risks as is carried by responsible are customary in accordance with prudent business practice in the case of companies engaged in the same or a similar businesses business and owning similar assets in the general areas in similarly situated, which insurance may provide for reasonable deductibility from coverage thereof. The Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptlywill, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the Lender at reasonable intervals a certificate of an Authorized Officer setting forth the nature and extent of all insurance maintained by the Borrower. The Borrower shall retain all incidents of ownership of the insurance maintained pursuant hereto and shall not borrow upon or otherwise impair its rights to receive the proceeds of such insurance. In the event the Borrower either fails to provide the Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then the Lender, without waiving or releasing any obligation or default by the Borrower hereunder, may at any time (but shall be under no obligation to act), obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto, which the Lender deems advisable. The Borrower may later cancel any such insurance purchased by the Lender, but only after providing the Lender with evidence that the Borrower has obtained the insurance coverage required by this Section. The costs of such insurance obtained by the Lender, through and including the effective date such insurance coverage is canceled or expires, shall be payable on demand by the Borrower to the Lender, together with interest at the Default Rate on such amounts until repaid and any other charges by the Lender in connection with the placement of such insurance. The costs of such insurance, which may be greater than the cost of insurance which the Borrower may be able to obtain on its own, together with interest thereon at the Default Rate and any other charges by the Lender in connection with the placement of such insurance may be available. Borrower shall take all actions required added to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground total Obligations due and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionowing.

Maintenance of Insurance. Maintain Borrower shall procure and maintain property insurance policies insuring against loss or damage customarily included under so called “all risk” or “special cause Lessee(s)of loss” forms of policies on a replacement basis for the full insurable value covering all Improvements on the Property in an amount sufficient to avoid application of any coinsurance clause, as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies a standard mortgagee clause in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements favor of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be availableLender. Borrower shall take all actions required to also procure and maintain the foregoing commercial general liability insurance and/or to comply in such coverage amounts as Lender may require with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be Trustee and Lender being named as additional insureds on all in such liability insurance policies. Additionally, Borrower shall maintain such other insurance, all risk ground including but not limited to hazard, business interruption, and flight coverage for damage or loss boiler insurance, as Lender may reasonably require, provided that Lender shall not require earthquake insurance. Notwithstanding the foregoing, in no event shall Borrower be required to provide property insurance in excess of the related Equipmentreplacement value of the improvements on the Property. Policies shall be written in form, amounts, coverages and basis, and war risk insurance (if applicable) with deductibles reasonably acceptable to Lender and Agent shall be named as issued by a loss payee under all hull insurance policies insuring the Collateralcompany or companies reasonably acceptable to Lender. Borrower shall Borrower, upon request of Lender, will deliver to Agent endorsements Lender from time to all of its (a) "All Risk" and business interruption insurance time the policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies or certificates of insurance on real and personal property will include an endorsement, in form and substance acceptable satisfactory to AgentLender, showing loss payable to Agent (Form 438 BFU including stipulations that coverages will not be cancelled or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give diminished without at least thirty (30) days' days prior written notice to Agent before Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. Should the Property be located in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Borrower agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Business Loan Agreement- Loan to AZCOMS, LLC 8 Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or policies replacement cost of insurance any Collateral. The cost of such appraisal shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of paid by Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty Debtor will maintain with financially sound and other reputable insurers insurance (subject with respect to customary deductibles its properties and retentions) on all Property with responsible insurance companies in such amounts and business against such risks casualties and contingencies as is carried by responsible companies shall be in accordance with general practices of businesses engaged in similar businesses activities in similar geographic areas. All such insurance policies shall (a) be in such minimum amounts that Debtor will not be deemed a co-insurer under applicable insurance laws, regulations and owning similar assets policies, (b) be issued by an insurance company licensed to do business in the general areas state where the property is located having a rating of “A-” VIII or better by A.M. Best Co., in which Borrower Best’s Rating Guide, (c) name “JPMorgan Chase Bank, N.A., any and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance all subsidiaries as their interest may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named appear” as additional insureds on all liability insurance, (d) be endorsed to show that Borrower’s insurance shall be primary and all risk ground insurance carried by Collateral Agent is strictly excess and flight coverage for damage secondary and shall not contribute with Borrower’s insurance, (e) be evidenced by a certificate of insurance to be provided to Collateral, (f) include either policy or loss of binder numbers on the related EquipmentAccord form, and war risk insurance (if applicableg) and Agent otherwise shall be named in such amounts, contain such terms, be in such forms and be for such periods as a loss payee under may be reasonably satisfactory to Collateral Agent. In addition, all hull such insurance policies insuring the Collateral. Borrower shall deliver be payable to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Collateral Agent as loss payee. Without limiting the foregoing, Debtor will (x) keep all of its physical property insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (y) maintain all such workers’ compensation or similar insurance as may be required by law, and (bz) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsementmaintain, in form amounts and substance acceptable with deductibles equal to Agentthose generally maintained by businesses engaged in similar activities in similar geographic areas, showing loss payable to Agent (Form 438 BFU general public liability insurance against claims of bodily injury, death or equivalent) and extra expense property damage occurring, on, in or about the properties of Debtor; and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain or (a) The Borrowers will, and will cause Lessee(s)each of their Restricted Subsidiaries to (i) keep all property necessary in the business of the U.S. Parent Borrower and its Restricted Subsidiaries, taken as applicablea whole, liabilityin good working order and condition, casualty except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to maintain with financially sound and other insurance (subject to customary deductibles and retentions) on all Property with responsible reputable insurance companies (or any Captive Insurance Subsidiary) insurance on, or self-insure, all property material to the business of the U.S. Parent Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as is carried are usually insured against in the same general area by responsible companies engaged in the same or a similar businesses business; (iii) furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and owning similar assets liability policies that provide that in the general areas event of any cancellation thereof during the term of the policy, either by the insured or by the insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in which the case of cancellation for non-payment of premium, ten days prior written notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior written notice thereof; and (vi) use commercially reasonable efforts to ensure, that subject to the Intercreditor Agreement, at all times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the U.S. Parent Borrower and each other Loan Party and the Collateral Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance covering Inventory that constitutes ABL Priority Collateral maintained by the U.S. Parent Borrower and each Loan Party and in accordance with the Intercreditor Agreement as in effect on the date hereof; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under any property insurance maintained by the U.S. Parent Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (bB) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice U.S. Parent Borrower and/or its applicable Subsidiary shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and Each Group Member shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance policies naming companies or associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient CREDIT AGREEMENT WESTWOOD ONE, INC. 92 and as is customarily carried by businesses of the size and character of the business of the Group Members (it being agreed by the Administrative Agent that the insurance policies, amounts of coverage and the companies used by the Borrower on the Closing Date are satisfactory to the Administrative Agent as loss payee, of the Closing Date) and (b) general liability subject to Section 7.15 with respect to insurance in effect on the Closing Date, cause all such insurance (other than worker’s compensation insurance policies) relating to any property or business of any Loan Party to name the Administrative Agent on behalf of the Secured Parties as additional insured or lender loss payee, as agent for the Lenders, as appropriate, and other liability policies naming Agent as an additional insured. All policies of to use commercially reasonable efforts to cause such insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least no cancellation, material addition in amount or material change in coverage shall be effective until after thirty (30) days' ’ notice (ten (10) days’ notice of nonpayment) (or any shorter period or periods as may be agreed by the Administrative Agent in its sole discretion) thereof to the Administrative Agent (it being agreed by the Administrative Agent that the insurance policies and certificates provided on or prior written notice to Agent before any such policy or policies the Closing Date are satisfactory to the Administrative Agent). Notwithstanding the requirement in clause (a) above, Federal Flood Insurance shall not be required for (x) real property that is not required to be subject to a mortgage in favor of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of the Lenders. Agent reserves , (y) real property not located in a Special Flood Hazard Area, or (z) real property located in a Special Flood Hazard Area in a community that does not participate in the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionNational Flood Insurance Program.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the general areas in which Agents, and shall not be less than the amount, adequacy and scope than the insurance maintained by the Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to on the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredInterim Facility Effective Date. All policies covering the Collateral are to be made payable to the Agents for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause. All certificates of insurance on real are to be delivered to the Agents and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the loss payable and additional insured endorsement in favor of the Agents and such other Persons as the Agents may designate from time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to the Agents of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, any Agent before may arrange for such insurance, but at the Borrower's expense and without any such policy responsibility on Agents' part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Agents shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain (a) Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Borrowers believe (in the good faith judgment of the management of the Borrowers) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Borrowers believe (in the good faith judgment of management of the Borrowers) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses to those engaged by the Borrowers and owning similar assets in their Restricted Subsidiaries. The Borrowers shall use commercially reasonable efforts to ensure that at all times the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements Collateral Agent for the benefit of its insurance coverage and shall promptlythe Secured Parties, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as an additional insureds on all insured with respect to liability insurance, all risk ground policies (other than directors and flight coverage officers policies and workers compensation) maintained by the Borrowers and each Subsidiary Guarantor and the Collateral Agent for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee with respect to the property insurance maintained by the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Borrowers, or the applicable Subsidiary Guarantor, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Borrower shall deliver to Agent endorsements to all of Borrowers and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice Borrowers and/or their applicable Subsidiary shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinioninsurance.

Maintenance of Insurance. Maintain Each Loan Party shall, and shall cause each of its Domestic Subsidiaries to, insure its properties and assets against loss or cause Lessee(s)damage by fire and such other insurable hazards on terms as are generally consistent with the insurance coverage maintained by such Loan Parties as of the Closing Date, or as applicablesuch assets are commonly insured (including fire, liabilityextended coverage, casualty property damage, workers’ compensation, public liability and business interruption insurance) and against other insurance risks (subject to customary deductibles including errors and retentionsomissions) on all Property with responsible insurance companies in such amounts as similar properties and against such risks as is carried assets are customarily insured by responsible prudent companies engaged in similar businesses circumstances carrying on similar businesses, and owning similar assets in the general areas in which Borrower with reputable and its Subsidiaries operate and shall furnish to Lenders statements of its financially sound insurers, including self-insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain customary (in each case, in the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss reasonable judgment of the related EquipmentBorrowers). At the request of the Administrative Agent, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower Loan Parties shall deliver to the Administrative Agent and each of the Lenders (x) on the Closing Date and annually thereafter certificates of insurance on AXXXX 25 and 27 or 28 forms (or similar certificates) describing the insurance maintained on the Collateral, together with copies of the applicable endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeedescribed in the next sentence together with such certificates, and (by) general liability and other liability policies naming Agent as an additional insured. All policies from time to time a summary schedule indicating all insurance then in force with respect to each of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsementsthe Loan Parties. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceledcontain special endorsements which include the provisions specified below or are otherwise in form reasonably acceptable to the Administrative Agent in its reasonable discretion. Upon The applicable Loan Parties shall notify the occurrence Administrative Agent promptly of any Recovery Event causing a material loss or decline in value of the Collateral and continuation the estimated (or actual, if available) amount of a Default such loss or decline in value. Any monies received by the Administrative Agent constituting property insurance proceeds or condemnation proceeds may, at the option of the Administrative Agent, (a) in the case of property insurance Net Cash Proceeds received during the existence of an Event of Default, Borrower hereby directs all present be applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of this Agreement, or, if approved by the Required Lenders, disbursed to the applicable Loan Parties, (b) for losses of less than $35,000,000 (in the aggregate for any fiscal year) received at such time as no Event of Default exists, be disbursed by the Administrative Agent to the applicable Loan Parties, and future insurers under its and its Subsidiaries’ "All Risk" policies (c) for losses equal to or greater than $35,000,000 (in the aggregate for any fiscal year) received at such time as no Event of insurance Default exists, be disbursed by the Administrative Agent to pay all proceeds payable thereunder directly to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the ratable benefit repair, restoration and/or replacement of LendersCollateral and other property in respect of which such proceeds were received; provided that at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent within ten (10) Business Days after the date of receipt of such insurance proceeds or condemnation proceeds), the Borrowers may reinvest such proceeds in assets (excluding cash and Cash Equivalents) used or useful in the business of the Borrowers and their Subsidiaries within 365 days after receipt of such proceeds, or the Borrower or such Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent), which agreement requires consummation to occur not later than the 425th day after receipt of such Net Cash Proceeds; provided, however, that if such proceeds shall not have been fully used for such purposes within such period, the Borrowers shall be required to make a prepayment in an amount equal to such proceeds (to the extent the amount not used for reinvestment, repair, restoration and/or replacement exceeds $500,000) upon the expiration of such period. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.117

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, with responsible and reputable insurance companies or cause Lessee(s)associations, as applicableinsurance (including, without limitation, comprehensive general liability, casualty hazard and other insurance business interruption insurance) with respect to their properties (subject to customary deductibles including all real properties leased or owned by them) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks risks, as is required by any Governmental Authority or other regulatory body having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredAdministrative Agent. All policies of insurance on real and personal property will include an endorsementcovering the Collateral are to be made payable to the Administrative Agent, in form case of loss under a standard non-contributory "lender" or "secured party" clause and substance acceptable are to contain such other provisions as the Administrative Agent may require to fully protect the Administrative Agent's interest in the Collateral and to any payments to be made under such policies. All original policies or true copies thereof are to be delivered to the Administrative Agent, showing premium prepaid, with the loss payable to Agent (Form 438 BFU or equivalent) and extra expense additional insured endorsement in the Administrative Agent's favor, and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least for not less than thirty (30) days' days prior written notice to the Administrative Agent before of the exercise of any right of cancellation; provided, however, that original policies may be delivered not later than thirty (30) days from the Closing Date. At the Parent's request, or if any Borrower fails to maintain such policy insurance, the Administrative Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Administrative Agent's part for: obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation of a Default or an Event of Default, Borrower hereby directs all present the Administrative Agent shall have the sole right, in the name of the Administrative Agent and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profileBorrowers, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or cause Lessee(sOn and after the date that is 30 days after the Effective Date with respect to the Borrower (and on the Effective Date with respect to the Borrower’s Subsidiaries), as applicablemaintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredsimilarly situated. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance of Borrower are to be delivered to the Collateral Agent on real or before the date that is 35 after the Effective Date and personal property will include an endorsementthe policies are to be premium prepaid, with the loss payable and additional insured endorsement of policies of the Borrower in form and substance acceptable to favor of the Collateral Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) days' for not less than 30 days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If the Borrower fails to maintain such insurance on or before the date that is 35 days after the Effective Date, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any such policy responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present the Collateral Agent shall have the sole right, in the name of the Lenders and future insurers the Borrower, to file claims under its and its Subsidiaries’ "All Risk" any insurance policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible and reputable insurance companies or associations in such amounts and against covering such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in consistent with prudent business practice; provided that the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent may self insure to the extent consistent with prudent business practice; provided further that such insurance may be available. Borrower policies maintained with respect to any Collateral located at a warehouse or DC shall take all actions required to maintain provide coverage for Inventory at (x) the foregoing insurance and/or to comply with all requirements cost of such insurance coverageInventory, consistent with the Loan Parties’ past practices, or (y) a selling price permitted by the Agent in its Permitted Discretion. Prior None of the Credit Parties shall be a co-insurer with any Loan Party or any other Person with respect to any Loan disbursementfire and extended coverage policies maintained with respect to any Collateral without the prior written consent of the Agent. On or before the Effective Date, Agent fire and extended coverage policies maintained with respect to any Collateral shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage endorsed or otherwise amended to include a non-contributing lenders’ loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsementpayable clause, in form and substance acceptable reasonably satisfactory to the Agent, showing loss which endorsements or amendments shall provide that during a Cash Dominion Event, the insurer shall pay all proceeds otherwise payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished the Loan Parties under the policies directly to the Agent, will as its interests may appear. Within thirty (30) days following delivery of written notice from the Agent to the Borrower, the Borrower shall notify the insurers and use commercially reasonable efforts to have such policies amended to include such other provisions as the Agent may reasonably require from time to time to protect the interests of the Credit Parties. On or before the Effective Date, commercial general liability policies (or certificates evidencing such policies) shall be endorsed to name the Agent as additional insured, as its interests may appear. Each certificate delivered by the Loan Parties’ insurance broker or insurer with respect to each property insurance policy referred to in this Section 5.01(c) shall also provide that the insurer will give at least such policy shall not be canceled, modified or not renewed other than upon not less than thirty (30) days' ’ prior written notice thereof which the insurance broker, or insurer, as applicable, shall, by the terms of the policy endeavor to Agent before provide, to the Agent. The Borrower shall deliver to the Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, evidence of renewal or policies replacement of a policy previously delivered to the Agent, including an insurance binder therefor, together with evidence satisfactory to the Agent of payment of the premium therefor and, upon request of the Agent, a copy of such renewal or replacement policy. In the event that the Borrower fails to maintain any such insurance as required pursuant to this Section 5.01(c), the Agent may obtain such insurance on behalf of the Borrower and the Loan Parties shall reimburse the Agent as provided herein for all costs and expenses in connection therewith; the Agent’s obtaining of such insurance shall not be canceled. Upon the occurrence and continuation deemed a cure or waiver of a any Default or Event of Default, Borrower hereby directs all present and future insurers under its and its SubsidiariesDefault arising from the Loan Parties’ "All Risk" policies failure to comply with the provisions of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionthis Section 5.01(c).

Maintenance of Insurance. Maintain Except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Parent and the Borrower believe (in the good faith judgment of the management of the Parent and the Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Parent and other insurance the Borrower believe (subject to customary deductibles in the good faith judgment of management of the Parent and the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses to those engaged by the Parent and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish Restricted Subsidiaries. Subject to Lenders statements of its insurance coverage and shall promptlySection 6.16, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times (i) the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to U.S. general liability insurancepolicies (which, all risk ground for the avoidance of doubt, shall not include any directors and flight coverage officers policies, workers compensation, business interruption policies, automobile insurance policies, employers liability insurance policies or cyber policies) maintained by the Parent and the Borrower and each Subsidiary Guarantor and (ii) the Collateral Agent, for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the U.S. general property insurance maintained by the Parent, the Borrower and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing and either the Administrative Agent or the Collateral Agent shall have exercised its rights pursuant to Section 8.02 of this Agreement or is deemed to automatically have exercised its rights pursuant to Section 8.02 of this Agreement, (A) all proceeds from insurance policies shall be paid to the Parent, the Borrower or the applicable Subsidiary Guarantor, (B) to the extent any Agent receives any proceeds, such Agent shall promptly turn over to the Borrower any amounts received by it as an additional insured or loss payee under all hull any insurance maintained by the Parent, the Borrower and their respective Subsidiaries, and (C) each Agent agrees that the Parent, the Borrower and/or their applicable Subsidiaries shall have the sole right to adjust or settle any claims under such insurance. Notwithstanding anything to the contrary herein, with respect to Parent and any Subsidiaries organized in any non-U.S. jurisdiction and Collateral located outside of the United States, the requirements of this Section 6.07 shall be deemed satisfied if the Parent and the Borrower obtain insurance policies insuring that are customary and appropriate for the Collateral. Borrower applicable jurisdiction and for the avoidance of doubt there shall deliver be no obligation to ensure that the Collateral Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent or the Secured Parties are named as an additional insured or named as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable or to Agent, showing loss payable deliver any certificates or endorsements with respect to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance policies. The requirements set forth in this Section 6.07 shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance not apply to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.Allure Systems Corp.

Maintenance of Insurance. Maintain At all times during the term of this Agreement, you must maintain in full force and effect comprehensive public liability insurance against claims for bodily and personal injury, death and property damage caused by or cause Lessee(s)occurring in connection with the construction, as applicableownership, liability, casualty operation or conduct of the Franchised Business. The insurance must also include coverage for product liability and other fire claims. Such insurance coverage must be maintained under one or more policies of insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in each of which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance be primary coverage and shall promptly, upon Agent's request, furnish other not be contributory or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior secondary to any Loan disbursementother coverage) containing minimum liability limits of One Million Dollars ($1,000,000.00), Agent combined single limit (or greater if applicable state laws or regulations require) for each occurrence. Such insurance policy or policies must be "occurrence" policies and not "claims made" policies; must not provide for a deductible greater than One Thousand Dollars ($1,000.00) in the aggregate and must provide that no act or omission of ours or of any officer, director or employee of ours or any affiliate of ours shall invalidate or diminish any coverage thereunder. Such insurance policies must be named issued by insurance carriers rated AA or above. All liability insurance policies required by this Agreement must name us, our affiliates, and our respective officers, directors, and employees as additional insureds on insureds; must contain a waiver by the insurance carrier of all liability insurance, all risk ground subrogation rights against us and flight coverage for damage or loss of the related Equipmentour affiliates, and war risk insurance (if applicable) our affiliates' respective officers, directors and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeemployees; and, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will must provide that the insurer we will give at least receive thirty (30) days' days prior written notice to Agent before of termination, expiration, cancellation or modification of any such policy 21 <PAGE> policy. Upon thirty (30) days notice to you, we may require you to increase the minimum coverage of the insurance referred to above as of the next renewal date of any policy, and require different or policies additional kinds of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profileincluding excess liability (umbrella) insurance, to require additional forms and limits reflect inflation, identification of special risks, changes in law or standards of liability, higher damage awards or other relevant changes in circumstances. You must furnish to us annually a copy of the certificate of insurance or other evidence thereof. We, at our option and in addition to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowersour other rights and remedies under this Agreement, may, but will not be required to, obtain such insurance coverage on your behalf, and if you must promptly execute any applications or other forms or instruments required to obtain any such insurance and pay to us, on demand, any costs and premiums incurred by us. Your obligation to obtain and maintain the circumstances are unusualinsurance described above will not be limited in any way by reason of any insurance maintained by us, in Agent's sole opinion.nor will your performance of such obligations relieve you of any obligations under SECTION 8.2 of this Agreement. 9.6

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies (with a Best Rating of at least AX, unless otherwise reasonably approved by the Required Lenders) or cause Lessee(s)associations acceptable to the Agents (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredAgents. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Collateral Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged of similar size and in similar businesses similarly situated and owning similar assets in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredRequired Lenders. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Lenders and the Agents, as its interests may appear, in case of loss, under a standard non contributory “lender” or “secured party” clause and are to contain such other provisions as the Required Lenders may require to fully protect the Agents’ and the Lenders’ interest in the Collateral and to protect any payments to be made under such policies. All certificates of insurance on real and personal property will include an endorsement, in form and substance acceptable are to Agent, showing be delivered to the Collateral Agent with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Required Lenders may designate from time to Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least for not less than thirty (30) days' ’ (ten (10) days with respect to any proposed cancellation for non-payment of premium) prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If the Borrower or any Guarantor fails to maintain such policy insurance, the Collateral Agent, at the direction of the Required Lenders, may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, the Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for and/or the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profileGuarantors, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain Except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, 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 cause Lessee(s)renewed, as applicable, liability, casualty 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 other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and shall furnish the Restricted Subsidiaries. Subject to Lenders statements of its insurance coverage and shall promptlySection 6.16, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take use commercially reasonable efforts to ensure that at all actions required to maintain times the foregoing insurance and/or to comply with all requirements Collateral Agent, for the benefit of such insurance coverage. Prior to any Loan disbursementthe Secured Parties, Agent shall be named as an additional insureds on all insured with respect to liability insurancepolicies (other than directors and officers policies and workers compensation) maintained by Holdings, all risk ground the Borrower and flight coverage each Subsidiary Guarantor and the Collateral Agent, for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee and mortgagee with respect to the property insurance maintained by Holdings, 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 shall be paid to the Borrower or applicable Subsidiary Guarantor, (B) 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 or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice Borrower and/or its applicable Subsidiaries shall have the sole right to Agent before adjust or settle any claims under such policy or policies of insurance shall be canceledinsurance. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.220

Maintenance of Insurance. Maintain or cause Lessee(s), as applicable, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent The Master Servicer on behalf of the Trustee, as loss payeemortgagee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under use its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests reasonable efforts in accordance with Agent's normal practices the Servicing Standard to cause the related Mortgagor to maintain for similarly situated borrowerseach Mortgage Loan (other than any Mortgage Loan as to which the related Mortgaged Property has become an REO Property), and if the circumstances are unusualMortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances), to the extent the Trustee as mortgagee has an insurable interest, (A) fire and hazard insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) 100% of the then "full replacement cost" of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation, (ii) the outstanding principal balance of the related Mortgage Loan (together, in Agent's sole opinion.the case of a Second Mortgage Loan, with the outstanding principal balance of the Senior Lien) or such other amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance and to prevent the Trustee thereunder from being deemed to be a co-insurer and (iii) the full insurable value of such Mortgaged Property, and (B) such other insurance as provided in the related Mortgage Loan. The Master Servicer shall maintain fire and hazard insurance with extended coverage from a Qualified Insurer on each REO Property in an amount which is at least equal to 100% of the then "full replacement cost" of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation. The Master Servicer shall maintain, from a Qualified Insurer, with respect to each REO Property, such other insurance as provided in the related Mortgage Loan. Any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration and repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related Mortgage) shall be deposited into the Collection Account pursuant to Section 8.08(c), subject to withdrawal pursuant to Section 8.08(d). Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Owners, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance other than flood insurance is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Mortgage, Note or other Mortgage Loan documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional

Maintenance of Insurance. Maintain Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Parent Borrower believes (in the good faith judgment of the management of the Parent Borrower) are financially sound and responsible at the time the relevant coverage is placed or cause Lessee(s)renewed, as applicable, liability, casualty insurance in at least such amounts (after giving effect to any self-insurance which the Parent Borrower believes (in the good faith judgment of management of the Parent Borrower) is reasonable and other insurance prudent in light of the size and nature of its business) and against at least such risks (subject to customary deductibles and with such risk retentions) on all Property with responsible insurance companies as are usually insured against in such amounts and against such risks as is carried the same general area by responsible companies engaged in businesses similar businesses and owning similar assets in to those engaged by the general areas in which Borrower and its Subsidiaries operate and Restricted Subsidiaries. The Borrowers shall furnish use commercially reasonable efforts to Lenders statements ensure that at all times the Collateral Agent for the benefit of its insurance coverage and shall promptlythe Secured Parties, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as an additional insureds on all insured with respect to liability insurance, all risk ground policies (other than directors and flight coverage officers policies and workers compensation) maintained by the Borrowers and each Subsidiary Guarantor and the Collateral Agent for damage or loss the benefit of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee with respect to the property insurance maintained by the Borrowers and each Subsidiary Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) all proceeds from insurance policies shall be paid to the Parent Borrower, (B) to the extent the Collateral Agent receives any proceeds, the Collateral Agent shall turn over to the Parent Borrower any amounts received by it as an additional insured or loss payee under all hull any property insurance policies insuring maintained by the Collateral. Parent Borrower shall deliver to Agent endorsements to all of and its (a) "All Risk" and business interruption insurance policies naming Agent as loss payeeSubsidiaries, and (bC) general liability and other liability policies naming the Collateral Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide agrees that the insurer will give at least thirty (30) days' prior written notice Parent Borrower and/or its applicable Subsidiary shall have the sole right to Agent before adjust or settle any claims under such policy or policies insurance. Notwithstanding anything to the contrary herein, with respect to Foreign Subsidiaries and Collateral located outside of insurance the United States, the requirements of this Section 6.07 shall be canceled. Upon deemed satisfied if the occurrence Borrowers obtain insurance policies that are customary and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent appropriate for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionapplicable jurisdiction.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, rent, worker's compensation and other insurance business interruption insurance) with respect to its properties (subject to customary deductibles including all real properties leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated and owning similar assets in any event in amount, adequacy and scope reasonably satisfactory to the general areas in which Borrower Collateral Agent (it being understood and its Subsidiaries operate agreed that the amount, adequacy and shall furnish to Lenders statements scope of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent that exists on the Closing Date is satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent). All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as its interests may appear, in case of loss, under a standard non‑contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance on real and personal property will include an endorsement, in form and substance acceptable are to be delivered to the Collateral Agent, showing 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 Agent (Form 438 BFU or equivalent) time, and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give at least thirty (30) for not less than 30 days' (10 days' in the case of non-payment) prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its upon the written direction of the Collateral Agent or the Required Lenders, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.

Maintenance of Insurance. Maintain or cause Lessee(s)to be maintained, as applicablewith financially sound and reputable insurers, liabilitysuch public liability insurance, casualty and other third party property damage insurance, business interruption insurance (subject it being understood that as of the Closing Date, the Borrower does not carry business interruption insurance) and casualty insurance with respect to customary deductibles liabilities, losses or damage in respect of the assets, properties and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall furnish be customary for corporations similarly situated in the industry. Without limiting the generality of the foregoing, the Borrower will maintain or cause to Lenders statements be maintained replacement value casualty insurance on the Collateral under such policies of its insurance, with such insurance coverage companies, in such amounts, with such deductibles, and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent covering such risks as are at all times satisfactory to the extent that Borrower in its commercially reasonable judgment. Each such policy of insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" name the Lender as an additional insured thereunder as its interests may appear and (b) in the case of each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Lender, that names the Lender as the loss payee thereunder for any covered loss and provides for at least 30 days prior written notice to the Lender of any modification or cancellation of such policy. Upon receipt by the Borrower or any of its Subsidiaries of any business interruption insurance policies naming Agent proceeds constituting Net Insurance/Condemnation Proceeds, (a) so long as loss payeeno Event of Default or Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and apply such Net Insurance/Condemnation Proceeds for working capital purposes, and (b) general liability if an Event of Default or Default shall have occurred and be continuing, the Borrower shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Commitment shall be reduced) as provided in Section 2.05. Upon receipt by the Borrower or any of its Subsidiaries or by the Lender as loss payee of any Net Insurance/Condemnation Proceeds other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and than from business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinion.insurance:

Maintenance of Insurance. Maintain or cause Lessee(s(a) In addition to insurance requirements set forth in the Collateral Documents, maintain with financially sound and reputable insurance companies (including Lloyds of London syndicates) not Affiliates of Borrower (unless fully reinsured by financially sound and reputable insurance companies), as applicableinsurance 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 (operating similar aircraft in similar markets), liability, casualty of such types and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts (after giving effect to any self-insurance (that may not exceed $5,000,000 per occurrence) and/or deductible compatible with the following standards) as are customarily carried under similar circumstances by such other Persons and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall furnish providing for not less than 30 days’ prior notice to Lenders statements Agent of its insurance coverage and shall promptly, upon Agent's request, furnish other termination or additional insurance deemed necessary by Agent to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements cancellation of such insurance coverageinsurance. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss Without limiting the generality of the related Equipmentforegoing, and war risk insurance (if applicable) and Agent shall be named except as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and provided in paragraph (b) general of this Section 6.07, Borrower will at all times carry or cause to be carried at its expense (or at the expense of the lessee of such Aircraft), aircraft liability insurance including passenger, third party, bodily injury and other property damage, baggage, cargo and mail liability policies naming and, subject to an aggregate limit, products legal liability (exclusive of manufacturer’s product liability insurance) with respect to each Aircraft owned by Borrower (A) for a combined single limit of at least $600,000,000 per occurrence, (B) of the type and covering the risks as from time to time determined by Borrower to be prudent, including insurance covering war risk and allied perils and (C) which is maintained in effect with insurers of recognized responsibility and reputation (or in the case of war risk and allied perils cover, may be placed with an agency of the United States Government). In the event that Borrower chooses to self-insure, Borrower shall notify the Agent as an additional insuredand Lenders of the amount of such self insurance and relevant details, if any, concerning the interaction of the self-insurance and the insurance in place. All policies In addition, in the event of renewal or replacement of any insurance policy providing for insurance coverage over the Aircraft Collateral, Borrower shall reasonably promptly following such renewal or replacement furnish to the Agent and Lenders certificates of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU from nationally recognized independent aviation insurance brokers certifying insurance coverage over the Aircraft Collateral under the renewed or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of replacement insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionpolicies.

Maintenance of Insurance. Maintain or The Credit Parties will, and will cause Lessee(s)each of their respective Subsidiaries to, as applicableat all times maintain in full force and effect, liability, casualty and other insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies that the Credit Parties believe (in their reasonable business judgment) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least such risks (and with such risk retentions) as is carried are usually insured against in the same general area by responsible companies engaged in businesses similar businesses to those engaged in by the Credit Parties; and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and shall will furnish to Lenders statements of its insurance coverage and shall promptlythe Collateral Agent for further delivery to the Lenders, upon written request from the Collateral Agent's request, furnish other or additional insurance deemed necessary by Agent information presented in reasonable detail as to the extent that such insurance may be available. Borrower shall take so carried, including (i) endorsements to (A) all actions required to maintain “All Risk” policies naming the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursementCollateral Agent, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss behalf of the related EquipmentSecured Parties, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (bB) all general liability and other liability policies naming Agent the Collateral Agent, on behalf of the Secured Parties, as an additional insured. All policies insured and (ii) to the extent available, legends providing that no cancellation, material reduction in the amount of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give coverage thereof shall be effective until at least thirty (30) days' prior days (or ten (10) days in the case of cancellation for non-payment) after receipt by the Collateral Agent of written notice to Agent before any such policy or policies of insurance shall be canceledthereof. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowersThe Credit Parties will, and will cause each of their respective Subsidiaries to, pay when due all premiums with respect to such insurance policies and comply in all material respects with the requirements of such policies. In addition to the foregoing, if in each case any portion of the circumstances improvements located on a Mortgaged Property are unusuallocated in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (or any amendment or successor act thereto) or any local equivalent or other hazard designated by a Governmental Authority in the jurisdiction in which the Mortgaged Property is located, then the Borrowers shall maintain, or cause to be maintained, with responsible and reputable insurance companies or associations, such flood or other insurance if then available in Agent's sole opinionan amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Act or Governmental Authority.

Maintenance of Insurance. Maintain To the extent the Company maintains an insurance policy or cause Lessee(s)policies providing liability insurance for its directors and officers, as applicablethe Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, liability, casualty and other one or more policies of insurance (subject to customary deductibles and retentions) on all Property with responsible reputable insurance companies in such amounts to provide the directors and against such risks as is carried by responsible companies engaged in similar businesses officers of the Company with coverage for losses from wrongful acts and owning similar assets in omissions and to ensure the general areas in which Borrower and its Subsidiaries operate and shall furnish to Lenders statements Company’s performance of its insurance coverage and indemnification obligations under this Agreement. Indemnitee shall promptly, upon Agent's request, furnish other be covered by such policy or additional insurance deemed necessary by Agent policies in accordance with its or their terms to the maximum extent that of the coverage available for any such director or officer under such policy or policies. In all such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursementpolicies, Agent Indemnitee shall be named as additional insureds on all liability insurance, all risk ground an insured in such a manner as to provide Indemnitee with the same rights and flight coverage for damage or loss benefits as are accorded to the most favorably insured of the related EquipmentCompany’s directors and officers. In the event of a Change in Control or the Company’s becoming insolvent, the Company shall, to the extent reasonably practicable, maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise) in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the event giving rise to the Change in Control (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and war risk the insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to Agent before any such policy or policies of insurance shall be canceled. Upon the occurrence and continuation of a Default or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent carriers for the ratable benefit Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionexpiring policies).

Maintenance of Insurance. Maintain (a) The Master Servicer shall in accordance with Accepted Master Servicing Practices, maintain or use its best efforts to cause Lessee(sthe related Mortgagor to maintain for each Mortgage Loan (other than REO Mortgage Loans), as applicableand if the Mortgagor does not so maintain, the Master Servicer shall cause to be maintained for each Mortgaged Property all insurance required by the terms of the related Mortgage Loan Documents (including, but not limited to, hazard, business interruption, general liability, casualty and other if required, rental interruption insurance); provided, however, that if the insurance (subject to customary deductibles and retentions) on all Property with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas amount required above is not available at a commercially reasonable cost, or the Issuer, as mortgagee, does not have an insurable interest, as determined by the Master Servicer in which Borrower and its Subsidiaries operate and accordance with Accepted Master Servicing Practices, the Master Servicer shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent to the extent that such insurance may not be available. Borrower shall take all actions required to maintain such policy. Subject to the foregoing preceding sentence, hazard insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss maintained in the amount set forth in the related Mortgage Loan Documents but in any event in an amount at least equal to the replacement cost of the improvements which are a part of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull Mortgaged Property. Such insurance policies insuring shall also provide coverage in amounts sufficient such that the Collateralinsurance carrier would not deem the Mortgagor to be a co-insurer thereunder. Borrower The Master Servicer shall deliver to Agent endorsements to all of its (a) "All Risk" file and business interruption settle claims under any such insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredpolicies. All such policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to Agent, showing loss payable to Agent (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will shall provide that the insurer will give for at least thirty ten (3010) days' prior written notice to Agent the Master Servicer of any cancellation, reduction in the amount of, or material change in, the coverage provided thereunder. If at any time the Mortgaged Property is in a federally designated special flood hazard area, the Master Servicer shall cause the related Mortgagor to maintain or will itself obtain flood insurance in respect thereof to the extent available at a commercially reasonable cost. Such flood insurance shall be in an amount equal to the lesser of (x) the unpaid principal balance of the related Mortgage Loan and (y) the greater of (1) the maximum amount of such insurance required by the terms of the related Mortgage Note or Mortgage and (2) the maximum amount of such insurance that is available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program). Any cost incurred in maintaining any insurance required pursuant to this subsection (a) shall not, for the purpose of calculating monthly payments to the Bondholders, be added to the Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit but such cost shall be paid by the Master Servicer as a Property Protection Advance and shall be reimbursed as provided in this Servicing Agreement. The Master Servicer shall arrange for the application of all such insurance proceeds (i) to the restoration or repair of the related Mortgaged Property, (ii) to prepay in whole or in part the principal balance of the related Mortgage Loan or (iii) to be released to the related Mortgagor, as the case may be, in all cases in accordance with the express requirements of the applicable Mortgage Loan Documents. To the extent the applicable Mortgage Loan Documents require the delivery of appraisals, engineer's reports, architect's disbursement certificates or other documents or instruments before any such policy or policies of insurance proceeds are applied, the Master Servicer shall obtain and verify the same and any costs so incurred shall be canceleddeemed to be a Property Protection Advance and shall be reimbursed as provided in this Servicing Agreement. Upon If such insurance proceeds are to be applied to restoration or repair of the occurrence and continuation related Mortgaged Property or are to be released to the related Mortgagor, the Master Servicer shall deliver to the Indenture Trustee prior to such application or release a certificate of a Default Servicing Officer of the Master Servicer in reasonable detail specifying the purposes to which such proceeds are to be applied and the account or Event of Default, Borrower hereby directs all present and future insurers under its and its Subsidiaries’ "All Risk" policies of insurance Person to pay all proceeds payable thereunder directly which they are to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices for similarly situated borrowers, and if the circumstances are unusual, in Agent's sole opinionbe transferred.

Maintenance of Insurance. Maintain Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or cause Lessee(s)associations (including, as applicablewithout limitation, comprehensive general liability, casualty hazard, flood, rent, worker’s compensation and business interruption insurance) with respect to the Collateral and its other insurance properties (subject to customary deductibles including all real property leased or owned by it) and retentions) on all Property with responsible insurance companies business, in such amounts and against covering such risks as is (i) carried generally in accordance with sound business practice by responsible companies engaged in similar businesses similarly situated, (ii) required by any Requirement of Law, (iii) required by any Material Contract and owning similar assets (iv) in the general areas any event in which Borrower amount, adequacy and its Subsidiaries operate and shall furnish to Lenders statements of its insurance coverage and shall promptly, upon Agent's request, furnish other or additional insurance deemed necessary by Agent scope reasonably satisfactory to the extent that such insurance may be available. Borrower shall take all actions required to maintain the foregoing insurance and/or to comply with all requirements of such insurance coverage. Prior to any Loan disbursement, Agent shall be named as additional insureds on all liability insurance, all risk ground and flight coverage for damage or loss of the related Equipment, and war risk insurance (if applicable) and Agent shall be named as a loss payee under all hull insurance policies insuring the Collateral. Borrower shall deliver to Agent endorsements to all of its (a) "All Risk" and business interruption insurance policies naming Agent as loss payee, and (b) general liability and other liability policies naming Agent as an additional insuredCollateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Agents and the Lenders, as their interests may appear, in case of loss, under a standard non contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent 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 on real are to be delivered to the Collateral Agent and personal property will include an endorsementthe policies are to be premium prepaid, in form and substance acceptable to Agent, showing with the loss payable and additional insured endorsement in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as their respective interests may appear, and such other Persons as the Collateral Agent may designate from time to Agent time, and shall provide for not less than 30 days’ (Form 438 BFU or equivalentten days’ in the case of non-payment) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Agent, will provide that the insurer will give at least thirty (30) days' prior written notice to the Collateral Agent before of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such policy insurance, the Collateral Agent may arrange for such insurance, but at the Borrowers’ expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or policies the collection of insurance shall be canceledclaims. Upon the occurrence and continuation during the continuance of a Default or an Event of Default, Borrower hereby directs all present and future insurers under its the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries’ "All Risk" policies of insurance to pay all proceeds payable thereunder directly to Agent for the ratable benefit of Lenders. Agent reserves the right at any time, upon review of Borrower's risk profile, to require additional forms file claims under any insurance policies, to receive, receipt and limits of insurance to adequately protect Lenders' interests in accordance with Agent's normal practices give acquittance for similarly situated borrowersany payments that may be payable thereunder, and if to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the circumstances are unusualcollection, in Agent's sole opinioncompromise or settlement of any claims under any such insurance policies.