TO SUCH COMPANY, CONCURRENTLY WITH THE DELIVERY OF THE
CERTIFICATE OF TITLE COVERING THE UNIT BEING SOLD OR OTHERWISE DISPOSED OF, IN
THE ORDINARY COURSE OF BUSINESS, SUCH DOCUMENTS AS MAY BE REQUIRED TO REMOVE THE
SECURITY INTERESTS AND LIENS OF BOFA (OR OF DBTCA OR BTCC OR OF ANY OTHER
SUB-COLLATERAL AGENT OR CO-COLLATERAL AGENT THEREOF IN WHOSE NAME A LIEN IS
NOTED) NOTED ON SUCH CERTIFICATES OF TITLE PURSUANT TO AND IN ACCORDANCE WITH
THE REVOCABLE POWER OF ATTORNEY GRANTED TO THE CUSTODIANS UNDER SECTION 3.3
BELOW.
SUCH COMPANY AGREES THAT IF FOR ANY REASON THE SALE OR OTHER DISPOSITION
OF THE UNITS FOR WHICH IT IS THEN HOLDING THE COLLATERAL INSTRUMENTS IS NOT
EFFECTIVE WITHIN TEN (10) DAYS OF THE DATE THE CUSTODIAN HAS SENT THE COLLATERAL
INSTRUMENTS TO IT AS PROVIDED HEREIN, SUCH COMPANY SHALL PROMPTLY (BUT IN NO
EVENT MORE THAN FIVE (5) DAYS THEREAFTER) RETURN TO THE CUSTODIAN FOR THE
CUSTODIAN TO HOLD ON BEHALF OF SECURED CREDITORS IN ACCORDANCE WITH THIS
CUSTODIAN AGREEMENT (I) ALL ORIGINALS OF SUCH COLLATERAL INSTRUMENTS AND
(II) ALL DOCUMENTS EXECUTED BY THE CUSTODIANS PURSUANT TO THE POWER OF ATTORNEY
GRANTED TO THE CUSTODIANS UNDER SECTION 3.3 BELOW IN CONNECTION THEREWITH.
THE
APPROPRIATE COMPANY AND THE CUSTODIANS SHALL TAKE OR CAUSE TO BE TAKEN ALL
FURTHER ACTIONS NECESSARY TO HAVE THE SECURITY INTERESTS AND LIENS OF BOFA NOTED
ON ANY CERTIFICATES OF TITLE FOR WHICH SUCH SECURITY INTERESTS AND LIENS WERE
REMOVED OR MIGHT BE DEEMED REMOVED.
THE CUSTODIANS SHALL KEEP A WRITTEN RECORD
OF THE COLLATERAL INSTRUMENTS DELIVERED BY THE CUSTODIANS TO A COMPANY PURSUANT
TO THIS SECTION 3.2(A), WHICH RECORDS SHALL SET FORTH THE DATE OF THE RELEASE OF
THE COLLATERAL INSTRUMENTS TO SUCH COMPANY AND THE UNITS TO WHICH THE COLLATERAL
INSTRUMENTS RELATE, ALL IN REASONABLE DETAIL ACCEPTABLE TO BOFA. UPON THE
REQUEST OF BOFA, THE CUSTODIANS SHALL FURNISH SUCH RECORDS TO BOFA ONCE EACH
MONTH, OR MORE FREQUENTLY AS BOFA MAY REASONABLY REQUIRE.
(B)
IN THE EVENT THAT A COMPANY IS ARRANGING FOR THE ISSUANCE OF
CERTIFICATES OF TITLE UNDER THE LAWS OF ANY STATE AS TO ANY OF THE UNITS SUBJECT
TO MSOS WHICH EITHER OF THE CUSTODIANS IS THEN HOLDING IN HIS OR HER CUSTODY,
CONTROL OR POSSESSION UNDER THE TERMS OF THIS CUSTODIAN AGREEMENT, SUCH COMPANY
MAY REQUEST THE RELEASE BY THE CUSTODIANS OF THE ORIGINALS OF SUCH MSOS TO
BORROWER FOR THE PURPOSE OF SENDING SUCH MSOS TO THE APPROPRIATE GOVERNMENTAL
AGENCY AS REQUIRED TO OBTAIN A CERTIFICATE OF TITLE. UNLESS AND UNTIL OTHERWISE
DIRECTED BY BOFA, UPON RECEIPT OF SUCH REQUEST, THE CUSTODIAN RECEIVING SUCH
REQUEST SHALL PROMPTLY AND IN A TIMELY MANNER (I) RETURN THE ORIGINALS OF THE
MSOS REQUESTED BY SUCH COMPANY AND (II) EXECUTE AND DELIVER TO SUCH COMPANY,
CONCURRENTLY WITH THE DELIVERY OF THE
7
MSOS, SUCH DOCUMENTS AS MAY BE REQUIRED TO HAVE THE SECURITY INTERESTS AND LIENS
OF BOFA NOTED ON THE CERTIFICATE OF TITLE TO BE ISSUED PURSUANT TO AND IN
ACCORDANCE WITH