PURSUANT TO
THE TERMS HEREOF SHALL BE ACCOMPANIED BY ODOMETER STATEMENTS FOR EACH MOTOR
VEHICLE COVERED THEREBY.
(IV)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, UPON THE REQUEST OF SUCH GRANTOR, THE COLLATERAL AGENT SHALL EXECUTE
AND DELIVER TO SUCH GRANTOR SUCH INSTRUMENTS AS SUCH GRANTOR SHALL REASONABLY
REQUEST TO REMOVE THE NOTATION OF THE COLLATERAL AGENT AS LIENHOLDER ON ANY
CERTIFICATE OF TITLE FOR ANY MOTOR VEHICLE; PROVIDED, HOWEVER, THAT ANY SUCH
INSTRUMENTS SHALL BE DELIVERED, AND THE RELEASE EFFECTIVE, ONLY UPON RECEIPT BY
THE COLLATERAL AGENT OF A CERTIFICATE FROM SUCH GRANTOR STATING THAT SUCH MOTOR
VEHICLE IS TO BE SOLD OR HAS SUFFERED A CASUALTY LOSS (WITH TITLE THERETO
PASSING TO THE CASUALTY INSURANCE COMPANY THEREFOR IN SETTLEMENT OF THE CLAIM
FOR SUCH LOSS) AND THE AMOUNT THAT SUCH GRANTOR WILL RECEIVE AS SALE PROCEEDS OR
INSURANCE PROCEEDS.
ANY PROCEEDS OF SUCH SALE OR CASUALTY LOSS SHALL
BE PAID TO THE COLLATERAL AGENT HEREUNDER IMMEDIATELY UPON RECEIPT, TO BE
APPLIED TO THE OBLIGATIONS THEN OUTSTANDING.
(K)
CONTROL.
EACH GRANTOR HEREBY AGREES TO TAKE ANY OR ALL ACTION
THAT MAY BE NECESSARY OR DESIRABLE OR THAT THE COLLATERAL AGENT MAY REQUEST IN
ORDER FOR THE COLLATERAL AGENT TO OBTAIN CONTROL IN ACCORDANCE WITH SECTIONS
9-105 - 9-107 OF THE CODE WITH RESPECT TO THE FOLLOWING COLLATERAL:
(I) ELECTRONIC CHATTEL PAPER, (II) INVESTMENT PROPERTY, AND
(III) LETTER-OF-CREDIT RIGHTS.
(L)
INSPECTION AND REPORTING.
EACH GRANTOR SHALL PERMIT THE
COLLATERAL AGENT, OR ANY AGENT OR REPRESENTATIVES THEREOF OR SUCH PROFESSIONALS
OR OTHER PERSONS AS THE COLLATERAL AGENT MAY DESIGNATE, NOT MORE THAN ONCE A
YEAR IN THE ABSENCE OF AN EVENT OF DEFAULT, (I) TO EXAMINE AND MAKE COPIES OF
AND ABSTRACTS FROM SUCH GRANTOR'S RECORDS AND BOOKS OF ACCOUNT, (II) TO VISIT
AND INSPECT ITS PROPERTIES, (III) TO VERIFY MATERIALS, LEASES, INSTRUMENTS,
ACCOUNTS, INVENTORY AND OTHER ASSETS OF SUCH GRANTOR FROM TIME TO TIME, (III) TO
CONDUCT AUDITS, PHYSICAL COUNTS, APPRAISALS AND/OR VALUATIONS, EXAMINATIONS AT
THE LOCATIONS OF SUCH GRANTOR.
EACH GRANTOR SHALL ALSO PERMIT THE COLLATERAL
AGENT, OR ANY AGENT OR REPRESENTATIVES THEREOF OR SUCH PROFESSIONALS OR OTHER
PERSONS AS THE COLLATERAL AGENT MAY DESIGNATE TO DISCUSS SUCH GRANTOR'S AFFAIRS,
FINANCES AND ACCOUNTS WITH ANY OF ITS DIRECTORS, OFFICERS, MANAGERIAL EMPLOYEES,
INDEPENDENT ACCOUNTANTS OR ANY OF ITS OTHER REPRESENTATIVES.
(M)
FUTURE SUBSIDIARIES.
IF ANY GRANTOR SHALL HEREAFTER CREATE OR
ACQUIRE ANY SUBSIDIARY, SIMULTANEOUSLY WITH THE CREATION OF ACQUISITION OF SUCH
SUBSIDIARY, SUCH GRANTOR SHALL CAUSE SUCH SUBSIDIARY TO BECOME A PARTY TO THIS
AGREEMENT AS AN ADDITIONAL "GRANTOR" HEREUNDER, AND TO DULY EXECUTE AND/OR
DELIVER SUCH OPINIONS OF COUNSEL AND OTHER DOCUMENTS, IN FORM AND SUBSTANCE
ACCEPTABLE TO THE COLLATERAL AGENT, AS THE COLLATERAL AGENT SHALL REASONABLY
REQUEST WITH RESPECT THERETO.
SECTION 6.
ADDITIONAL PROVISIONS CONCERNING THE COLLATERAL.
(A)
EACH GRANTOR HEREBY (I) AUTHORIZES THE COLLATERAL AGENT TO FILE
ONE OR MORE UNIFORM COMMERCIAL CODE FINANCING OR CONTINUATION STATEMENTS, AND
AMENDMENTS THERETO, RELATING TO THE COLLATERAL AND (II) RATIFIES SUCH
AUTHORIZATION TO