STOCK VESTED IN THE COLLATERAL
AGENT FOR THE BENEFIT OF THE SECURED CREDITORS, IN WHICH EVENT SUCH RIGHT,
TITLE, AND INTEREST SHALL IMMEDIATELY VEST IN THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED CREDITORS, IN WHICH CASE THE COLLATERAL AGENT SHALL BE
ENTITLED TO EXERCISE THE POWER OF ATTORNEY REFERRED TO IN OR DELIVERED PURSUANT
TO SECTION 7.1 HEREOF TO EXECUTE, CAUSE TO BE ACKNOWLEDGED AND NOTARIZED AND TO
RECORD SAID ABSOLUTE ASSIGNMENT WITH THE APPLICABLE AGENCY AND (II) TAKE AND USE
OR SELL ANY UNIT OF MATERIAL ROLLING STOCK.
7.5.
FURTHER ASSURANCES.
EACH ASSIGNOR WILL, AT ITS OWN EXPENSE, MAKE EXECUTE,
ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM TIME TO
TIME SUCH LISTS,
18
DESCRIPTIONS AND DESIGNATIONS OF ITS OWNED UNITS OF MATERIAL ROLLING STOCK
(INCLUDING SERIAL NUMBERS AND JURISDICTIONS OF REGISTRATION OF EACH SUCH UNIT OF
MATERIAL ROLLING STOCK), DOCUMENTS OF TITLE, SCHEDULES, CONFIRMATORY
ASSIGNMENTS, CONVEYANCES, FINANCING STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF
ATTORNEY, CERTIFICATES, REPORTS AND OTHER ASSURANCES OR INSTRUMENTS AND TAKE
SUCH FURTHER STEPS RELATING TO THE MATERIAL ROLLING STOCK CONSTITUTING
COLLATERAL AND OTHER PROPERTY OR RIGHTS COVERED BY THE SECURITY INTEREST HEREBY
GRANTED, WHICH THE COLLATERAL AGENT DEEMS REASONABLY APPROPRIATE OR ADVISABLE TO
PERFECT, PRESERVE OR PROTECT ITS SECURITY INTEREST IN THE MATERIAL ROLLING STOCK
CONSTITUTING COLLATERAL.
ARTICLE VIII
PROVISIONS CONCERNING ALL COLLATERAL
8.1.
PROTECTION OF COLLATERAL AGENT'S SECURITY.
EACH ASSIGNOR WILL DO NOTHING
TO IMPAIR THE RIGHTS OF THE COLLATERAL AGENT IN THE COLLATERAL. EACH ASSIGNOR
WILL AT ALL TIMES KEEP ITS INVENTORY AND EQUIPMENT INSURED IN FAVOR OF THE
COLLATERAL AGENT, AT SUCH ASSIGNOR'S OWN EXPENSE, TO THE EXTENT AND IN THE
MANNER PROVIDED IN THE BANK CREDIT AGREEMENT. ALL POLICIES OR CERTIFICATES WITH
RESPECT TO SUCH INSURANCE (AND ANY OTHER INSURANCE MAINTAINED BY SUCH ASSIGNOR):
(I) SHALL BE ENDORSED TO THE COLLATERAL AGENT'S SATISFACTION FOR THE BENEFIT OF
THE COLLATERAL AGENT (INCLUDING, WITHOUT LIMITATION, BY NAMING THE COLLATERAL
AGENT AS LOSS PAYEE AND NAMING THE COLLATERAL AGENT AS AN ADDITIONAL INSURED);
(II) SHALL STATE THAT SUCH INSURANCE POLICIES SHALL NOT BE CANCELED OR REVISED
WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE THEREOF BY THE INSURER TO THE COLLATERAL
AGENT; AND (III) SHALL BE DEPOSITED WITH THE COLLATERAL AGENT TO THE EXTENT, AT
THE TIMES AND IN THE MANNER SPECIFIED IN THE BANK CREDIT AGREEMENT. IF ANY
ASSIGNOR SHALL FAIL TO INSURE ITS INVENTORY AND EQUIPMENT IN ACCORDANCE WITH THE
PRECEDING SENTENCE, OR IF ANY ASSIGNOR SHALL FAIL TO SO ENDORSE AND DEPOSIT ALL
POLICIES OR CERTIFICATES WITH RESPECT THERETO, THE COLLATERAL AGENT SHALL HAVE
THE RIGHT (BUT SHALL BE UNDER NO OBLIGATION) TO PROCURE SUCH INSURANCE AND SUCH
ASSIGNOR AGREES TO PROMPTLY REIMBURSE THE COLLATERAL AGENT FOR ALL COSTS AND
EXPENSES OF PROCURING SUCH INSURANCE. EXCEPT AS OTHERWISE PERMITTED TO BE
RETAINED OR EXPENDED BY THE RELEVANT ASSIGNOR PURSUANT TO THE TERMS OF THE
RESPECTIVE SECURED DEBT AGREEMENTS, THE COLLATERAL AGENT SHALL, UPON RECEIPT OF
ANY PROCEEDS FROM INSURANCE MAINTAINED BY ANY ASSIGNOR, APPLY SUCH PROCEEDS IN
ACCORDANCE WITH