is customary for companies of the same
industry and geographic region. Such Grantor will not use or permit the
Collateral to be used in any manner that would violate the terms of any
insurance policy covering such Collateral.
(B)
ALL SUCH INSURANCE SHALL (I) PROVIDE THAT NO CANCELLATION, MATERIAL
REDUCTION IN AMOUNT OR MATERIAL CHANGE IN COVERAGE THEREOF SHALL BE EFFECTIVE
UNTIL AT LEAST 30 DAYS AFTER RECEIPT BY THE COLLATERAL AGENT OF WRITTEN NOTICE
THEREOF, (II) WITH RESPECT TO LIABILITY INSURANCE, NAME THE COLLATERAL AGENT AS
AN ADDITIONAL INSURED AS ITS INTEREST MAY APPEAR AND, WITH RESPECT TO CASUALTY
INSURANCE, NAME THE COLLATERAL AGENT AS INSURED PARTY AND LOSS PAYEE ON A LENDER
LOSS PAYABLE ENDORSEMENT AND (III) INCLUDE A BREACH OF WARRANTY CLAUSE.
(C)
THE COMPANY SHALL DELIVER TO THE COLLATERAL AGENT A REPORT OF A REPUTABLE
INSURANCE BROKER WITH RESPECT TO SUCH INSURANCE SUBSTANTIALLY CONCURRENTLY WITH
EACH DELIVERY OF THE COMPANY'S ANNUAL REPORTS TO THE SECURED PARTIES PURSUANT TO
SECTION 3.11 OF THE INDENTURE, DESCRIBING IN REASONABLE DETAIL THE CASUALTY AND
LIABILITY INSURANCE THEN CARRIED AND MAINTAINED BY EACH GRANTOR AND STATING THAT
SUCH INSURANCE COMPLIES WITH THIS SECTION 5.2.
5.3
Maintenance of Perfected Security Interest; Further Documentation.
(a)
Such Grantor shall maintain each security interest created by this
Agreement as a perfected security interest having at least the priority
described in Sections 3.1 and 3.2 and shall defend such security interest
against the claims and demands of all Persons whomsoever, subject to the rights
of such Grantor under the Secured Debt Documents to dispose of the Collateral;
provided that notwithstanding anything to the contrary in this Agreement, no
Grantor shall be required to perfect the security interest created by this
Agreement in any vehicle or other asset subject to a Certificates of Title.
Such Grantor shall maintain the Collateral in good, safe and insurable operating
order, condition and repair and do all other acts as may be reasonably necessary
or appropriate to maintain and preserve the value of the Collateral except as
otherwise permitted by the Indenture.
(B)
SUCH GRANTOR WILL FURNISH TO THE COLLATERAL AGENT UPON ITS REQUEST FROM
TIME TO TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE
ASSETS AND PROPERTY OF SUCH GRANTOR AND SUCH OTHER REPORTS IN CONNECTION
THEREWITH, ALL IN REASONABLE DETAIL.
(C)
AT ANY TIME AND FROM TIME TO TIME, AT THE SOLE EXPENSE OF SUCH GRANTOR,
SUCH GRANTOR WILL PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, ANY
AND ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS
NECESSARY TO PERFECT AND PROTECT ANY PLEDGE OR SECURITY INTEREST PURPORTED TO BE
GRANTED BY SUCH GRANTOR HEREUNDER OR UNDER THE MORTGAGES AND OBTAINING OR
PRESERVING THE FULL BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS
HEREIN GRANTED, INCLUDING, WITHOUT LIMITATION, (I) USING ITS REASONABLE BEST
EFFORTS TO SECURE ALL CONSENTS AND APPROVALS NECESSARY OR APPROPRIATE FOR THE
ASSIGNMENT TO OR FOR THE BENEFIT OF THE COLLATERAL AGENT OF ANY LICENSE HELD BY
SUCH