unsatisfied,
each Grantor agrees that:
(A)
EACH GRANTOR SHALL APPEAR IN AND DEFEND ANY ACTION, SUIT OR
PROCEEDING WHICH MAY AFFECT ITS TITLE TO, OR RIGHT OR INTEREST IN, SECURED
PARTY'S RIGHT OR INTEREST IN, THE COLLATERAL, AND SHALL DO AND PERFORM ALL
REASONABLE ACTS THAT MAY BE NECESSARY AND APPROPRIATE TO MAINTAIN, PRESERVE AND
PROTECT THE COLLATERAL.
(B)
EACH GRANTOR SHALL COMPLY WITH ALL LAWS, REGULATIONS AND
ORDINANCES, AND ALL POLICIES OF INSURANCE, RELATING TO THE POSSESSION,
OPERATION, MAINTENANCE AND CONTROL OF THE COLLATERAL.
(C)
EACH GRANTOR SHALL GIVE PROMPT WRITTEN NOTICE TO SECURED PARTY
(AND IN ANY EVENT NOT LATER THAN TEN (10) DAYS PRIOR TO ANY CHANGE DESCRIBED
BELOW IN THIS SUBSECTION) OF:
(I) ANY CHANGE IN THE LOCATION OF SUCH GRANTOR'S
CHIEF EXECUTIVE OFFICE OR PRINCIPAL PLACE OF BUSINESS; (II) ANY CHANGE IN THE
LOCATIONS SET FORTH IN SCHEDULE 1; (III) ANY CHANGE IN ITS NAME; (IV) ANY
CHANGES IN ITS IDENTITY OR STRUCTURE IN ANY MANNER WHICH MIGHT MAKE ANY
FINANCING STATEMENT FILED HEREUNDER INCORRECT OR MISLEADING; AND (V) ANY CHANGE
IN ITS JURISDICTION OF ORGANIZATION; PROVIDED THAT NO GRANTOR MAY LOCATE ANY
COLLATERAL OUTSIDE OF THE UNITED STATES NOR SHALL ANY GRANTOR CHANGE ITS
JURISDICTION OF ORGANIZATION TO A JURISDICTION OUTSIDE OF THE UNITED STATES.
(D)
EACH GRANTOR SHALL CARRY AND MAINTAIN IN FULL FORCE AND EFFECT, AT
ITS OWN EXPENSE AND WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES
(NOT AFFILIATES OF ANY GRANTOR), INSURANCE WITH RESPECT TO THE COLLATERAL IN
SUCH AMOUNTS, WITH SUCH DEDUCTIBLES AND COVERING SUCH RISKS AS IS CUSTOMARILY
CARRIED IN ACCORDANCE WITH SOUND BUSINESS PRACTICE BY COMPANIES ENGAGED IN THE
SAME OR SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES IN THE LOCALITIES WHERE
ANY GRANTOR OPERATES, AND IN ANY EVENT IN AMOUNT, ADEQUACY AND SCOPE
SATISFACTORY TO THE BOARD OF DIRECTORS OF SUCH GRANTOR. INSURANCE ON THE
COLLATERAL SHALL NAME THE SECURED PARTY AS ADDITIONAL INSURED AND AS LOSS PAYEE.
UPON THE REQUEST OF SECURED PARTY, ANY GRANTOR SHALL FURNISH SECURED PARTY FROM
TIME TO TIME WITH FULL INFORMATION AS TO THE INSURANCE CARRIED BY IT AND, IF SO
REQUESTED, COPIES OF ALL SUCH INSURANCE POLICIES. EACH GRANTOR SHALL ALSO
FURNISH TO SECURED PARTY FROM TIME TO TIME UPON THE REQUEST OF SECURED PARTY A
CERTIFICATE OF SUCH GRANTOR'S INSURANCE BROKER OR OTHER INSURANCE SPECIALIST
STATING THAT ALL PREMIUMS THEN DUE ON THE POLICIES RELATING TO INSURANCE ON THE
COLLATERAL HAVE BEEN PAID AND THAT SUCH POLICIES ARE IN FULL FORCE AND EFFECT.
ALL INSURANCE POLICIES REQUIRED UNDER THIS SUBSECTION (D) SHALL PROVIDE THAT
THEY SHALL NOT BE TERMINATED OR CANCELLED NOR SHALL ANY SUCH POLICY BE
MATERIALLY CHANGED WITHOUT AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE (OR 10 DAYS'
PRIOR WRITTEN NOTICE IN THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM) TO
SUCH GRANTOR AND SECURED PARTY. RECEIPT OF NOTICE OF TERMINATION OR CANCELLATION
OF ANY SUCH INSURANCE POLICIES OR REDUCTION OF COVERAGES OR AMOUNTS THEREUNDER
SHALL ENTITLE SECURED PARTY TO RENEW ANY SUCH POLICIES, CAUSE THE COVERAGES AND