INDIVIDUALLY DOES NOT AT ANY TIME HAVE A BALANCE OF MORE THAN $1,000.
(J)
MOTOR VEHICLES.
(I)
UPON THE COLLATERAL AGENT'S WRITTEN
REQUEST, EACH GRANTOR SHALL DELIVER TO THE COLLATERAL AGENT ORIGINALS OF THE
CERTIFICATES OF TITLE OR OWNERSHIP FOR ALL MOTOR VEHICLES OWNED BY IT WITH THE
COLLATERAL AGENT LISTED AS LIENHOLDER, FOR THE BENEFIT OF THE BUYERS WITH
RESPECT TO (A) ANY SUCH INDIVIDUAL MOTOR VEHICLE HAVING AN ORIGINAL PURCHASE
PRICE OF 50,000 OR MORE, OR (B) ALL SUCH MOTOR VEHICLES, IF THE AGGREGATE
PURCHASE PRICE THEREOF IS $250,000 OR MORE.
(II)
EACH GRANTOR HEREBY APPOINTS THE
COLLATERAL AGENT AS ITS ATTORNEY-IN-FACT, EFFECTIVE THE DATE HEREOF AND
TERMINATING UPON THE TERMINATION OF THIS AGREEMENT, FOR THE PURPOSE OF (A)
EXECUTING ON BEHALF OF SUCH GRANTOR TITLE OR OWNERSHIP APPLICATIONS FOR FILING
WITH APPROPRIATE STATE AGENCIES TO ENABLE SUCH MOTOR VEHICLES NOW OWNED OR
HEREAFTER ACQUIRED BY SUCH GRANTOR TO BE RETITLED AND THE COLLATERAL AGENT
LISTED AS LIENHOLDER THEREOF, (B) FILING SUCH APPLICATIONS WITH SUCH STATE
AGENCIES, AND (C) EXECUTING SUCH OTHER DOCUMENTS AND INSTRUMENTS ON BEHALF OF,
AND TAKING SUCH OTHER ACTION IN THE NAME OF, SUCH GRANTOR AS THE COLLATERAL
AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF
(INCLUDING, WITHOUT LIMITATION, FOR THE PURPOSE OF CREATING IN FAVOR OF THE
COLLATERAL AGENT A PERFECTED LIEN ON SUCH MOTOR VEHICLES AND EXERCISING THE
RIGHTS AND REMEDIES OF THE COLLATERAL AGENT HEREUNDER).
THIS APPOINTMENT AS
ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL ALL OF THE
OBLIGATIONS ARE INDEFEASIBLY PAID IN FULL IN CASH AND AFTER ALL TRANSACTION
DOCUMENTS HAVE BEEN TERMINATED.
(III)
ANY CERTIFICATES OF TITLE OR OWNERSHIP
DELIVERED 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 SUCH 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
15
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