AND EXPENSES INCURRED BY THE FIRST LIEN AGENT IN ITS CAPACITY AS SUCH
SECURED PARTY SHALL BE PAID ON DEMAND BY THE OBLIGORS, JOINTLY AND SEVERALLY,
AND FAILING SUCH PAYMENT BY THE SECOND LIEN LENDERS (AND UPON REQUEST IN
CONNECTION WITH ANY SUCH COSTS AND EXPENSES, SECOND LIEN AGENT SHALL PROVIDE TO
THE FIRST LIEN AGENT NAMES AND CONTACT INFORMATION FOR ALL SECOND LIEN
LENDERS).
SUCH GRANT CREATES A SECURITY INTEREST WHOLLY SEPARATE FROM THE
SECURITY INTEREST IN SUCH TITLED VEHICLES GRANTED TO THE FIRST LIEN AGENT IN THE
FIRST LIEN LOAN DOCUMENTS AS SECURITY FOR THE FIRST LIEN LOAN OBLIGATIONS.
UPON
THE FIRST LIEN LOAN TERMINATION DATE, AT THE COST AND EXPENSE OF THE OBLIGORS,
ALL CERTIFICATES OF TITLE NAMING FIRST LIEN AGENT SHALL BE RE-SUBMITTED IN ORDER
TO REMOVE THE FIRST LIEN AGENT AND (IF ANY SECOND LIEN LOAN OBLIGATIONS ARE THEN
OUTSTANDING) TO NAME SOLELY THE SECOND LIEN AGENT THEREON (IT BEING UNDERSTOOD
THAT THE FIRST LIEN AGENT SHALL CONTINUE TO HOLD THE SECURITY INTEREST GRANTED
PURSUANT TO THIS SECTION 4.4(A) UNTIL SUCH TITLES ARE SO AMENDED). SUBJECT TO
SECTION 3.1, PROMPTLY FOLLOWING THE FIRST LIEN LOAN TERMINATION DATE, THE FIRST
LIEN AGENT SHALL, UPON THE REQUEST OF THE SECOND LIEN AGENT, (I) DELIVER THE
REMAINDER OF THE COLLATERAL, IF ANY, IN ITS POSSESSION TO THE DESIGNEE OF THE
SECOND LIEN AGENT OR AS OTHERWISE REQUIRED UNDER APPLICABLE LAW OR AS A COURT OF
COMPETENT JURISDICTION MAY DIRECT, IN ANY CASE WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND AND WITHOUT RECOURSE AND (II) SHALL DELIVER ANY NOTICES
CONTEMPLATED BY ANY DEPOSIT ACCOUNT CONTROL AGREEMENT, DELIVERY OF WHICH
TRANSFERS EXCLUSIVE CONTROL RIGHTS TO THE SECOND LIEN AGENT.
THE FIRST LIEN
AGENT MAKES NO REPRESENTATION OR WARRANTY THAT ANY LIEN SECURING THE SECOND LIEN
LOAN OBLIGATIONS INTENDED TO BE PERFECTED BY THE PROVISIONS OF THIS
SECTION 4.4(A) WILL BE PERFECTED.
NOTHING
CONTAINED IN THIS SECTION 4.4(A) SHALL LIMIT OR RESTRICT IN ANY WAY THE RIGHTS
OF THE FIRST LIEN AGENT TO DEAL WITH ANY COLLATERAL REFERRED TO IN THIS
SECTION 4.4(A) AS PERMITTED BY THE FIRST LIEN LOAN DOCUMENTS AND WITHOUT REGARD
TO ANY RIGHTS OF THE SECOND LIEN CREDITORS IN SUCH COLLATERAL EXCEPT AS PROVIDED
IN THE IMMEDIATELY PRECEDING SENTENCE.
(B)
IN THE EVENT THAT ANY SECOND LIEN CREDITOR TAKES POSSESSION OF OR
HAS "CONTROL" (AS SUCH TERM IS USED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT
IN EACH APPLICABLE JURISDICTION) OVER ANY COLLATERAL FOR PURPOSES OF PERFECTING
ITS LIEN THEREIN, SUCH SECOND LIEN CREDITOR SHALL BE DEEMED TO BE HOLDING SUCH
COLLATERAL AS AGENT FOR THE SECURED CREDITORS, INCLUDING THE FIRST LIEN
CREDITORS, SOLELY FOR PURPOSES OF PERFECTION OF ITS LIEN UNDER THE UNIFORM
COMMERCIAL CODE OR COMPARABLE APPLICABLE LAW; PROVIDED THAT SUCH SECOND LIEN
CREDITOR SHALL NOT HAVE ANY DUTY OR LIABILITY WHATSOEVER TO PROTECT OR PRESERVE
ANY RIGHTS PERTAINING TO ANY OF THE COLLATERAL FOR THE FIRST LIEN CREDITORS, AND
EACH FIRST LIEN CREDITORS HEREBY WAIVES AND RELEASES THE SECOND LIEN CREDITORS
FROM