BY THIS AGREEMENT 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
RELEVANT GOVERNMENTAL AGENCY OF ANY STATE OR PROVINCE IN ORDER TO EFFECT AN
ABSOLUTE ASSIGNMENT OF ALL RIGHT, TITLE AND INTEREST IN EACH MATERIAL TRACTOR
TRAILER, AND REGISTER THE SAME AND UPON REQUEST
16
BY COLLATERAL AGENT EACH ASSIGNOR AGREES TO EXECUTE AND DELIVER A POWER OF
ATTORNEY IN THE FORM OF EXHIBIT 4.1 HERETO.
6.2.
MAINTENANCE OF REGISTRATION.
EACH ASSIGNOR SHALL, AT ITS OWN EXPENSE AND
IN ACCORDANCE WITH REASONABLE BUSINESS PRACTICES, PROCESS ALL DOCUMENTS REQUIRED
BY THE RELEVANT STATE AND PROVINCIAL GOVERNMENTAL AGENCIES TO MAINTAIN VEHICLE
REGISTRATIONS, FOR ALL OF ITS OWNED MATERIAL TRACTOR TRAILERS.
6.3.
SUBSEQUENTLY ACQUIRED MATERIAL TRACTOR TRAILERS.
WITHIN 90 DAYS FOLLOWING
THE ACQUISITION OF ANY MATERIAL TRACTOR TRAILER AFTER THE SECOND RESTATEMENT
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, CAUSE A SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT TO BE
RECORDED ON THE CERTIFICATE OF TITLE FOR SUCH MATERIAL TRACTOR TRAILER AND CAUSE
EACH SUCH CERTIFICATE OF TITLE TO BE FILED IN THE RELEVANT JURISDICTION IN WHICH
SUCH MATERIAL TRACTOR TRAILER IS REGISTERED. EACH ASSIGNOR AGREES TO EXECUTE ALL
DOCUMENTATION REASONABLY REQUIRED TO EFFECT SUCH RECORDATIONS AND TO CAUSE THE
FILING OF RELEVANT CERTIFICATES OF TITLE WITH THE APPROPRIATE STATE OR
PROVINCIAL GOVERNMENTAL AGENCY.
6.4.
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 OF THE MATERIAL TRACTOR TRAILERS VESTED IN THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED CREDITORS, IN WHICH EVENT SUCH
RIGHT, TITLE, AND INTEREST SHALL IMMEDIATELY VEST IN THE COLLATERAL AGENT FOR
THE BENEFIT OF THE SECURED CREDITORS, IN WHICH CASE THE COLLATERAL AGENT SHALL
BE ENTITLED TO EXERCISE THE POWER OF ATTORNEY REFERRED TO IN OR DELIVERED
PURSUANT TO SECTION 6.1 HEREOF TO EXECUTE, CAUSE TO BE ACKNOWLEDGED AND
NOTARIZED AND TO RECORD SAID ABSOLUTE ASSIGNMENT WITH THE APPLICABLE AGENCY;
(II) TAKE AND USE OR SELL THE MATERIAL TRACTOR TRAILERS; AND (III) REQUEST SUCH
ASSIGNOR TO (WHEREUPON SUCH ASSIGNOR SHALL) DELIVER ALL OF THE CERTIFICATES OF
TITLE FOR EACH MATERIAL TRACTOR TRAILER OWNED BY SUCH ASSIGNOR TO THE COLLATERAL
AGENT.
6.5.
FURTHER ASSURANCES.
EACH ASSIGNOR WILL, AT ITS OWN EXPENSE, MAKE EXECUTE,
ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM TIME TO
TIME SUCH LISTS, DESCRIPTIONS AND DESIGNATIONS OF ITS OWNED MATERIAL TRACTOR
TRAILERS (INCLUDING CERTIFICATE OF TITLE NUMBERS AND JURISDICTIONS OF
REGISTRATION OF EACH SUCH MATERIAL TRACTOR TRAILER), DOCUMENTS OF TITLE,
SCHEDULES, CONFIRMATORY ASSIGNMENTS, CONVEYANCES, FINANCING STATEMENTS, TRANSFER
ENDORSEMENTS, POWERS