OF ATTORNEY GRANTED TO THE
CUSTODIANS HEREIN MAY BE REVOKED AT ANY TIME UPON WRITTEN NOTICE FROM BOFA TO
EITHER OR BOTH CUSTODIANS.
THE CUSTODIANS SHALL HAVE NO FURTHER RIGHTS TO ACT
AS ATTORNEY-IN-FACT FOR BOFA, DBTCA OR BTCC AT ANY TIME AFTER THE DELIVERY TO
THEM OF SUCH NOTICE.
NO COMPANY SHALL ACCEPT OR RETAIN ANY DOCUMENTS EXECUTED
BY THE CUSTODIANS PURSUANT TO SUCH POWER OF ATTORNEY AFTER THE DELIVERY OF SUCH
NOTICE TO THE CUSTODIAN.
UNLESS OTHERWISE INSTRUCTED BY BOFA, A COMPANY SHALL
ONLY DELIVER ANY DOCUMENTS EXECUTED AND DELIVERED BY EITHER OF THE CUSTODIANS TO
IT PURSUANT TO THIS POWER OF ATTORNEY TO THE MOTOR VEHICLE DEPARTMENT OF THE
STATE (OR ANY SIMILAR DEPARTMENT OR AGENCY OF THAT RELEVANT STATE) WHICH HAS
ISSUED THE CERTIFICATE OF TITLE EITHER COVERING THE UNIT WHICH IS BEING SOLD, IN
THE ORDINARY COURSE OF BUSINESS AND AS PERMITTED BY THE BOFA AGREEMENTS, OR
RELATING TO THE UNIT FOR WHICH THE CERTIFICATE OF TITLE IS TO BE ISSUED.
8
3.4
LEGEND.
EACH COMPANY SHALL, AND IN THE EVENT ANY COMPANY FAILS
TO, EACH OF THE CUSTODIANS ARE HEREBY AUTHORIZED AND DIRECTED TO, AFFIX A STAMP
IN A CONSPICUOUS PLACE TO EACH AND ALL OF THE ORIGINAL LEASES AT ANY TIME IN THE
CUSTODY, CONTROL OR POSSESSION OF EITHER OR BOTH OF CUSTODIANS WITH THE
FOLLOWING LEGEND:
ALL RIGHT, TITLE AND INTEREST OF THE LESSOR HEREUNDER HAS BEEN PLEDGED TO, AND
IS SUBJECT TO THE SECURITY INTERESTS OF, BANK OF AMERICA, N.A., AS AGENT AND
COLLATERAL AGENT, FOR THE BENEFIT OF THE HOLDERS OF CERTAIN INDEBTEDNESS OF THE
LESSOR. THE LESSOR SHALL HAVE NO RIGHT TO TRANSFER ITS RIGHT, TITLE OR INTEREST
HEREUNDER TO ANY PARTY EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS
OF THE RELEVANT SECURITY DOCUMENTS.
; provided that any legend affixed to any Lease prior to June ___, 2005 with
references to "Deutsche Bank Trust Company Americas" or "Bankers Trust Company"
shall be deemed to comply with the requirement set forth in this Section 3.4.
3.5
REPORTING AND ACCESS.
(A)
EACH OF THE CUSTODIANS AGREES THAT THE CUSTODIANS SHALL WITHOUT
COST OR EXPENSE TO BOFA (I) ACCOUNT TO BOFA AND THE COMPANIES ON REQUEST
RESPECTING THE COLLATERAL INSTRUMENTS HELD BY THE CUSTODIANS (SUCH ACCOUNTING TO
INCLUDE IF REQUESTED PHOTOCOPIES OF ANY OR ALL OF SUCH COLLATERAL INSTRUMENTS
HELD BY HIM OR HER), AND (II) PROMPTLY NOTIFY BOFA AND THE COMPANIES IF EITHER
OF THE CUSTODIANS IS AWARE OF ANY LEGAL OR TAX PROCEEDINGS INSTITUTED WITH
RESPECT TO ANY OF THE COLLATERAL INSTRUMENTS HELD BY IT OR THE UNITS REPRESENTED
THEREBY, AND (III) PROMPTLY NOTIFY BOFA AND THE COMPANIES IF EITHER OF THE
CUSTODIANS IS AWARE OF ANY ENCUMBRANCE OR LIEN EXISTING UPON ANY OF THE
COLLATERAL INSTRUMENTS HELD BY EITHER OF THE CUSTODIANS EXCEPT FOR THE LIENS OF
BOFA THEREON.
UPON THE REQUEST OF BOFA, THE CUSTODIANS SHALL WITHOUT COST OR
EXPENSE TO BOFA DELIVER TO BOFA MONTHLY OR MORE FREQUENTLY AS BOFA MAY
REASONABLY REQUIRE, A LISTING