OF THIS AGREEMENT.
4.4
COLLATERAL IN POSSESSION.
(A)
IN THE EVENT THAT THE FIRST LIEN AGENT (I) 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 OR (II) IS NAMED AS THE SOLE LIEN HOLDER ON ANY CERTIFICATE OF
TITLE FOR ANY VEHICLE OWNED BY ANY OBLIGOR, THE FIRST LIEN AGENT SHALL BE DEEMED
TO BE HOLDING SUCH COLLATERAL OR NAMED AS SUCH LIEN HOLDER, AS AGENT FOR THE
SECURED CREDITORS, INCLUDING THE SECOND LIEN CREDITORS, SOLELY FOR PURPOSES OF
PERFECTION OF ITS LIEN UNDER THE UNIFORM COMMERCIAL CODE OR COMPARABLE
APPLICABLE LAW; PROVIDED THAT, ABSENT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON
THE PART OF THE FIRST LIEN AGENT, THE FIRST LIEN AGENT SHALL NOT HAVE ANY DUTY
OR LIABILITY OF ANY KIND WHATSOEVER IN CONNECTION WITH SUCH POSSESSION OR
CONTROL OR BEING NAMED AS SUCH LIENHOLDER, INCLUDING, WITHOUT LIMITATION, TO
PROTECT OR PRESERVE ANY RIGHTS PERTAINING TO ANY OF THE COLLATERAL FOR THE
SECOND LIEN CREDITORS AND EACH SECOND LIEN CREDITOR HEREBY ACKNOWLEDGES THAT IN
ITS CAPACITY AS SUCH AGENT, IN ITS CAPACITY AS A SECURED PARTY UNDER THE
SECURITY INTEREST GRANTED BELOW IN THIS PARAGRAPH (A), AND IN ITS CAPACITY AS
LIENHOLDER FOR THE SECOND LIEN LENDERS ON ANY SUCH CERTIFICATE OF TITLE, THE
FIRST LIEN AGENT IS ENTITLED TO INDEMNIFICATION BY THE SECOND LIEN LENDERS UNDER
THE TERMS OF THE GE CREDIT AGREEMENT AS IN EFFECT ON THE DATE HEREOF TO THE SAME
EXTENT AS THE "AGENT" (AS SUCH TERM IS DEFINED THEREIN AS OF THE DATE HEREOF)
AND EACH SECOND LIEN CREDITOR HEREBY WAIVES AND RELEASES THE FIRST LIEN AGENT
FROM ALL CLAIMS AND LIABILITIES ARISING PURSUANT TO ITS ROLE AS SUCH
REPRESENTATIVE, EXCEPT FOR CLAIMS AND LIABILITIES ARISING FROM GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT AS FINALLY DETERMINED PURSUANT TO A FINAL ORDER OF A COURT
OF COMPETENT JURISDICTION.
IN ORDER TO SECURE THE PROMPT PAYMENT AND
PERFORMANCE OF THE SECOND LIEN LOAN OBLIGATIONS, EACH OBLIGOR HEREBY GRANTS TO
THE FIRST LIEN AGENT, AS AGENT FOR THE SECOND LIEN AGENT, A SECURITY INTEREST IN
ALL RIGHT, TITLE AND INTEREST OF SUCH OBLIGOR IN, TO AND UNDER ALL VEHICLES FOR
WHICH A CERTIFICATE OR TITLE HAS BEEN OR AT ANY TIME MAY BE ISSUED, NOW OWNED OR
HEREAFTER ACQUIRED BY SUCH OBLIGOR.
THE SECOND LIEN AGENT IRREVOCABLY AGREES TO
PERFORM ALL DUTIES AND DISCHARGE ALL OBLIGATIONS OF THE FIRST LIEN AGENT IN THE
FIRST LIEN AGENT'S CAPACITY AS SUCH SECURED PARTY (OTHER THAN FURNISHING SUCH
TITLES AND SIGNING ANY DOCUMENTS PERTAINING TO ANY SUCH CERTIFICATES OF TITLE
THAT CAN BE SIGNED ONLY BY THE FIRST LIEN AGENT) AND EACH OBLIGOR ACKNOWLEDGES
THAT ALL SUCH DUTIES AND OBLIGATIONS SHALL BE PERFORMED BY THE SECOND LIEN AGENT
AND TO THE EXTENT PERMITTED BY APPLICABLE LAW THAT SUCH OBLIGOR WILL NOT SEEK
PERFORMANCE OF ANY SUCH DUTIES AND OBLIGATIONS FROM THE FIRST LIEN AGENT.
ALL
COSTS