within 30 days thereof, file all applications for certificates of
title/ownership indicating the Collateral Agent's security interest in such
Vehicles (and any such other Equipment) covered by
16
such certificate, and any other necessary documentation, in each office in each
jurisdiction necessary or desirable to perfect and protect the Collateral
Agent's lien on and security interest in such Vehicles (and Equipment) and the
first priority thereof (subject only to Permitted Collateral Liens).
SECTION 3.5.
JOINDER OF ADDITIONAL GUARANTORS.
THE PLEDGORS SHALL CAUSE
EACH RESTRICTED SUBSIDIARY OF THE ISSUER WHICH, FROM TIME TO TIME, AFTER THE
DATE HEREOF SHALL BE REQUIRED TO PLEDGE ANY ASSETS TO THE COLLATERAL AGENT FOR
THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THE PROVISIONS OF THE INDENTURE,
(A) TO EXECUTE AND DELIVER TO THE COLLATERAL AGENT (I) A JOINDER AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT 3 ANNEXED HERETO WITHIN THIRTY (30)
BUSINESS DAYS ON WHICH IT WAS ACQUIRED OR CREATED AND (II) A PERFECTION
CERTIFICATE, IN EACH CASE, WITHIN THIRTY (30) BUSINESS DAYS OF THE DATE ON WHICH
IT WAS ACQUIRED OR CREATED.
THE EXECUTION AND DELIVERY OF SUCH JOINDER
AGREEMENT SHALL NOT REQUIRE THE CONSENT OF ANY PLEDGOR HEREUNDER.
THE RIGHTS
AND OBLIGATIONS OF EACH PLEDGOR HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE ADDITION OF ANY NEW GUARANTOR AND PLEDGOR AS A PARTY TO THIS
AGREEMENT.
SECTION 3.6.
SUPPLEMENTS; FURTHER ASSURANCES.
EACH PLEDGOR SHALL TAKE
SUCH FURTHER ACTIONS, AND TO EXECUTE AND DELIVER TO THE COLLATERAL AGENT SUCH
ADDITIONAL ASSIGNMENTS, AGREEMENTS, SUPPLEMENTS, POWERS AND INSTRUMENTS,
WHEREVER REQUIRED BY LAW, IN ORDER TO PERFECT, PRESERVE AND PROTECT THE SECURITY
INTEREST IN THE COLLATERAL AS PROVIDED HEREIN AND THE RIGHTS AND INTERESTS
GRANTED TO THE COLLATERAL AGENT HEREUNDER, TO CARRY INTO EFFECT THE PURPOSES
HEREOF OR BETTER TO ASSURE AND CONFIRM UNTO THE COLLATERAL AGENT THE COLLATERAL
OR PERMIT THE COLLATERAL AGENT TO EXERCISE AND ENFORCE ITS RIGHTS, POWERS AND
REMEDIES HEREUNDER WITH RESPECT TO ANY COLLATERAL.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH PLEDGOR SHALL MAKE, EXECUTE, ENDORSE,
ACKNOWLEDGE, FILE OR REFILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM TIME TO
TIME SUCH LISTS, DESCRIPTIONS AND DESIGNATIONS OF THE COLLATERAL, COPIES OF
WAREHOUSE RECEIPTS, RECEIPTS IN THE NATURE OF WAREHOUSE RECEIPTS, BILLS OF
LADING, DOCUMENTS OF TITLE, VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY
ASSIGNMENTS, SUPPLEMENTS, ADDITIONAL SECURITY AGREEMENTS, CONVEYANCES, FINANCING
STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF ATTORNEY, CERTIFICATES, REPORTS AND
OTHER ASSURANCES OR INSTRUMENTS AS NECESSARY TO PERFECT, PRESERVE AND PROTECT
THE SECURITY INTEREST IN THE COLLATERAL AS REQUIRED BY THE UCC OR AS THE
COLLATERAL AGENT SHALL REASONABLY REQUEST.
IF AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, THE COLLATERAL AGENT MAY INSTITUTE AND MAINTAIN, IN ITS OWN
NAME OR IN THE NAME OF ANY PLEDGOR, SUCH SUITS AND PROCEEDINGS AS NECESSARY OR
EXPEDIENT TO PREVENT ANY IMPAIRMENT OF THE SECURITY INTEREST IN OR THE
PERFECTION THEREOF IN THE COLLATERAL.
ALL OF THE FOREGOING SHALL BE AT THE SOLE
COST AND EXPENSE OF THE PLEDGORS.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND