CERTIFICATES, STATEMENTS, BILLS OF SALE OR OTHER EVIDENCE OF
THE TRANSFER TO OR OWNERSHIP OF A BORROWER OF ANY OF THE ELIGIBLE ROLLING STOCK;
OR (B) ANY CERTIFICATES OF TITLE AT ANY TIME ISSUED UNDER THE LAWS OF ANY STATE
OR OTHER JURISDICTION WITH RESPECT TO ANY OF THE ELIGIBLE ROLLING STOCK
(COLLECTIVELY, "TITLE DOCUMENTS"), WHICH TITLE DOCUMENTS SHALL BE MAINTAINED BY
ADMINISTRATIVE BORROWER, ACTING THROUGH THE TITLE DOCUMENTS DESIGNATED
REPRESENTATIVE, IN A FIRE RATED STORAGE VAULT OR FILING CABINET LOCATED AT 7600
FRANCE AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55440-0355 (OR SUCH OTHER LOCATION OF
BORROWERS TO THE EXTENT APPLICABLE LAW REQUIRES THAT SUCH ORIGINAL CERTIFICATES
OF TITLE BE HELD AT SUCH LOCATION), UNDER THE EXCLUSIVE CUSTODY AND CONTROL OF
THE TITLE DOCUMENTS DESIGNATED REPRESENTATIVE.
BY ITS SIGNATURE BELOW,
BORROWERS ACKNOWLEDGE, CONFIRM AND AGREE THAT THE TITLE DOCUMENTS DESIGNATED
REPRESENTATIVE IS HOLDING THE TITLE DOCUMENTS AS THE SOLE AGENT AND BAILEE OF
THE AGENT AND THE SECURED PARTIES.
(II)
ADMINISTRATIVE BORROWER, ACTING THROUGH THE TITLE DOCUMENTS
DESIGNATED REPRESENTATIVE, HEREBY AGREES TO RETAIN POSSESSION OF ALL ORIGINAL
TITLE DOCUMENTS PURSUANT TO THE TERMS HEREOF AND NOT RELEASE OR DELIVER ANY SUCH
TITLE DOCUMENTS OR PROCEEDS THEREOF TO BORROWERS OR ANY OTHER PERSON OTHER THAN
(A) TITLE DOCUMENTS DELIVERED TO ANY GOVERNMENTAL AUTHORITY FOR THE PURPOSES OF
NOTING AGENT'S LIEN UPON THE ROLLING STOCK FOR WHICH SUCH TITLE DOCUMENT
RELATES, PROVIDED THAT SUCH TITLE DOCUMENT IS RETURNED TO ADMINISTRATIVE
BORROWER, ACTING THROUGH THE TITLE DOCUMENTS DESIGNATED REPRESENTATIVE, TO BE
HELD IN ACCORDANCE WITH THE TERMS OF THIS SECTION 17, (B) TITLE DOCUMENTS
DELIVERED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH THE SALE, TO THE
EXTENT PERMITTED UNDER THE CREDIT AGREEMENT, OF ANY ROLLING STOCK FOR WHICH AN
APPLICABLE TITLE DOCUMENT RELATES, (C) AFTER THE OCCURRENCE OF A DEFAULT, TO
SUCH OTHER PERSON, INCLUDING A THIRD PARTY CUSTODIAN, AS AGENT SHALL DIRECT OR
(D) AT ANY TIME, TO AGENT.
(III)
UPON AGENT'S REASONABLE REQUEST, ADMINISTRATIVE BORROWER,
ACTING THROUGH THE TITLE DOCUMENTS DESIGNATED REPRESENTATIVE, SHALL PROVIDE
AGENT WITH COPIES OF ALL TITLE DOCUMENTS THEN IN THE POSSESSION OF
ADMINISTRATIVE BORROWER, ACTING THROUGH THE TITLE DOCUMENTS DESIGNATED
REPRESENTATIVE.
(B)
POWER OF ATTORNEY.
EACH BORROWER HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS AGENT (AND ALL PERSONS DESIGNATED BY AGENT) AS SUCH
BORROWER'S TRUE AND LAWFUL ATTORNEY-IN-FACT, AND AUTHORIZES AGENT, IN SUCH
BORROWER'S OR AGENT'S NAME, TO EXECUTE AND DELIVER IN SUCH BORROWER'S NAME,
AGENT'S NAME OR THE NAME OF AGENT'S DESIGNEE, TO ANY DEPARTMENT OF MOTOR
VEHICLES OR OTHER GOVERNMENTAL AUTHORITY POWERS OF ATTORNEY IN SUCH BORROWER'S
NAME, AND TO COMPLETE IN SUCH BORROWER'S OR AGENT'S NAME, ANY APPLICATION OR
OTHER DOCUMENT OR INSTRUMENT REQUIRED, IN EACH CASE, IN ORDER TO HAVE THE LIEN
OF AGENT WITH RESPECT TO ANY ROLLING STOCK NOTED ON ANY CERTIFICATE OF TITLE
WITH RESPECT TO SUCH ROLLING STOCK.
SUCH POWER IS COUPLED WITH AN INTEREST
(B)
AND SHALL BE IRREVOCABLE UNTIL TERMINATION OF THE LOAN DOCUMENTS AND
THE INDEFEASIBLE PAYMENT IN FULL OF ALL NON-CONTINGENT OBLIGATIONS.
(C)
ADDITIONAL REPORTING.
IN ADDITION