hereof.
(I)
ALL TITLED MOTOR VEHICLES OWNED BY EACH GRANTOR AS OF THE CLOSING
DATE ARE LISTED UNDER THE NAME OF SUCH GRANTOR ON SCHEDULE VA HERETO, BY MAKE,
MODEL, MODEL YEAR AND VEHICLE IDENTIFICATION NUMBER ("VIN").
EACH GRANTOR, WITH
RESPECT TO ALL TITLED VEHICLES NOW OWNED, SHALL TAKE SUCH ACTIONS AS REQUIRED BY
THE CREDIT AGREEMENT AND INTERCREDITOR AGREEMENT.
EACH GRANTOR, WITH RESPECT TO
ANY TITLED VEHICLES ACQUIRED AFTER THE DATE HEREOF, SHALL WITHIN 20 DAYS OF SUCH
ACQUISITION (OR SUCH LONGER PERIOD AS MAY BE CONSENTED TO BE AGENT) NOTE AGENT'S
LIEN ON ALL MOTOR VEHICLE TITLE CERTIFICATES OR TAKE SUCH OTHER ACTION AS MAY BE
REASONABLY REQUESTED BY AGENT TO PERFECT AGENT'S SECURITY INTEREST IN THE TITLED
VEHICLES, PROVIDED THAT PRIOR TO THE FIRST LIEN LOAN TERMINATION DATE, EACH
GRANTOR WILL ONLY BE REQUIRED TO TAKE SUCH OTHER ACTIONS AS PROVIDED FOR IN THE
INTERCREDITOR AGREEMENT,
5.
COVENANTS
Without limiting any Grantor's covenants and agreements contained in the Credit
Agreement and other Loan Documents, each Grantor covenants and agrees with
Agent, for the benefit of Agent and Lenders, that from and after the date of
this Agreement and until the Termination Date:
(A)
FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS; CHATTEL PAPER.
(I)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF AGENT
AND AT THE SOLE EXPENSE OF SUCH GRANTOR, SUCH GRANTOR SHALL PROMPTLY AND DULY
EXECUTE AND DELIVER ANY AND ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE
SUCH FURTHER ACTIONS AS AGENT MAY REASONABLY REQUEST TO OBTAIN THE FULL BENEFITS
OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING
(A) USING REASONABLE EFFORTS TO SECURE ALL CONSENTS AND APPROVALS NECESSARY OR
APPROPRIATE FOR THE ASSIGNMENT TO OR FOR THE BENEFIT OF AGENT OF ANY CONTRACTUAL
OBLIGATION, INCLUDING ANY LICENSE, HELD BY SUCH GRANTOR AND TO ENFORCE THE
SECURITY INTERESTS GRANTED HEREUNDER; AND (B) FILING ANY FINANCING OR
CONTINUATION STATEMENTS UNDER THE CODE WITH RESPECT TO THE LIENS GRANTED
HEREUNDER OR UNDER ANY
8
OTHER LOAN DOCUMENT AS TO THOSE JURISDICTIONS THAT ARE NOT UNIFORM COMMERCIAL
CODE JURISDICTIONS.
(II)
IN THE EVENT THAT ANY GRANTOR ACQUIRES ANY EQUIPMENT AND IN
CONNECTION THEREWITH GRANTS A SECURITY INTEREST IN SUCH EQUIPMENT TO ANY PERSON
PROVIDING PURCHASE MONEY FINANCING TO SUCH GRANTOR FOR SUCH EQUIPMENT AND SUCH
SECURITY INTEREST AND FINANCING DOES NOT CONTRAVENE ANY PROVISION OF THE CREDIT
AGREEMENT AND PROHIBITS THE LIEN OF AGENT THEREIN, AGENT, AT THE REQUEST OF SUCH
GRANTOR SHALL RELEASE ITS SECURITY INTEREST IN SUCH EQUIPMENT OR SHALL
SUBORDINATE SUCH LIEN (AS REQUIRED BY SUCH PERSON) AND SHALL AT THE COST AND
EXPENSE OF SUCH GRANTOR EXECUTE SUCH DOCUMENTS AS MAY BE NECESSARY TO RELEASE
SUCH LIEN OF RECORD; PROVIDED, HOWEVER, THAT UPON ANY SUCH PROHIBITION CEASING
TO BE BINDING ON SUCH GRANTOR, THE LIEN OF AGENT IN SUCH EQUIPMENT SHALL
AUTOMATICALLY BE REINSTATED AND SUCH GRANTOR SHALL IMMEDIATELY NOTIFY AGENT AND
SHALL TAKE ALL STEPS AS MAY BE NECESSARY TO PERFECT SUCH LIEN OF AGENT