OF ATTORNEY, CERTIFICATES, REPORTS AND OTHER ASSURANCES OR
INSTRUMENTS AND TAKE SUCH FURTHER STEPS RELATING TO THE MATERIAL TRACTOR
TRAILERS CONSTITUTING COLLATERAL AND OTHER PROPERTY OR RIGHTS COVERED BY THE
SECURITY INTEREST HEREBY GRANTED, WHICH THE COLLATERAL AGENT DEEMS REASONABLY
APPROPRIATE OR ADVISABLE TO PERFECT, PRESERVE OR PROTECT ITS SECURITY INTEREST
IN THE MATERIAL TRACTOR TRAILERS CONSTITUTING COLLATERAL.
17
ARTICLE VII
SPECIAL PROVISIONS CONCERNING
MATERIAL ROLLING STOCK
7.1.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH ASSIGNOR REPRESENTS AND
WARRANTS THAT, AS OF THE SECOND AMENDMENT EFFECTIVE DATE, IT IS THE TRUE,
LAWFUL, SOLE AND EXCLUSIVE OWNER OF THE UNITS OF MATERIAL ROLLING STOCK OF SUCH
ASSIGNOR LISTED ON ANNEX M HERETO AND THAT SAID LISTED MATERIAL ROLLING STOCK
CONSTITUTE ALL OF THE MATERIAL ROLLING STOCK THAT SUCH ASSIGNOR OWNS IN
CONNECTION WITH ITS BUSINESS AS OF THE SECOND AMENDMENT EFFECTIVE DATE.
EACH
ASSIGNOR REPRESENTS AND WARRANTS THAT ALL FILINGS, REGISTRATIONS AND RECORDINGS
NECESSARY OR APPROPRIATE TO PERFECT THE SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT IN ALL OF THE UNITS OF MATERIAL ROLLING STOCK OF SUCH ASSIGNOR
LISTED ON ANNEX M HAVE BEEN ACCOMPLISHED, AND SUCH SECURITY INTERESTS ARE
PERFECTED UNDER APPLICABLE LAW.
EACH ASSIGNOR HEREBY GRANTS TO THE COLLATERAL
AGENT AN ABSOLUTE POWER OF ATTORNEY TO SIGN, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, ANY DOCUMENT WHICH MAY BE REQUIRED BY THE
STB OR ANY OTHER RELEVANT GOVERNMENTAL AGENCY OF ANY JURISDICTION IN ORDER TO
EFFECT AN ABSOLUTE ASSIGNMENT OF ALL RIGHT, TITLE AND INTEREST IN EACH UNIT OF
MATERIAL ROLLING STOCK OWNED BY SUCH ASSIGNOR, AND REGISTER THE SAME AND UPON
REQUEST BY COLLATERAL AGENT EACH ASSIGNOR AGREES TO EXECUTE AND DELIVER A POWER
OF ATTORNEY IN THE FORM OF EXHIBIT 4.1 HERETO.
7.2.
MAINTENANCE OF OWNERSHIP.
EACH ASSIGNOR SHALL, AT ITS OWN EXPENSE AND IN
ACCORDANCE WITH REASONABLE BUSINESS PRACTICES, PROCESS ALL DOCUMENTS REQUIRED BY
THE STB AND ANY OTHER RELEVANT STATE AND PROVINCIAL GOVERNMENTAL AGENCIES TO
MAINTAIN OWNERSHIP OF ALL UNITS OF MATERIAL ROLLING STOCK OWNED BY SUCH
ASSIGNOR.
7.3.
SUBSEQUENTLY ACQUIRED MATERIAL ROLLING STOCK.
WITHIN 30 DAYS FOLLOWING
THE ACQUISITION OF ANY UNIT OF MATERIAL ROLLING STOCK AFTER THE SECOND AMENDMENT
EFFECTIVE DATE (OR SUCH LATER DATE AS THE COLLATERAL AGENT SHALL AGREE IN
WRITING IN ITS SOLE DISCRETION), THE RELEVANT ASSIGNOR SHALL, AT ITS OWN
EXPENSE, TAKE ALL ACTIONS NECESSARY OR, IN THE REASONABLE OPINION OF THE
COLLATERAL AGENT, DESIRABLE TO CREATE, PRESERVE, PROTECT AND PERFECT THE
SECURITY INTEREST OF THE COLLATERAL AGENT IN SUCH UNIT OF MATERIAL ROLLING STOCK
(OR INTEREST THEREIN) INTENDED TO BE GRANTED HEREBY, INCLUDING FILING THE
SECURITY INTEREST WITH THE STB PURSUANT TO (AND TO THE EXTENT REQUIRED BY) 49
U.S.C. SECTION 11301 OR ANY SUCCESSOR STATUTE.
7.4.
REMEDIES.
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, THE
COLLATERAL AGENT MAY BY WRITTEN NOTICE TO THE RELEVANT ASSIGNOR, TAKE ANY OR ALL
OF THE FOLLOWING ACTIONS: (I) DECLARE THE ENTIRE RIGHT, TITLE, AND INTEREST OF
SUCH ASSIGNOR IN EACH UNIT OF MATERIAL ROLLING