ALL CLAIMS AND LIABILITIES ARISING PURSUANT TO ITS ROLE AS SUCH AGENT,
EXCEPT FOR CLAIMS AND LIABILITIES ARISING FROM GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS FINALLY DETERMINED PURSUANT TO A FINAL ORDER OF A COURT OF
COMPETENT JURISDICTION.
THE SECOND LIEN AGENT MAKES NO REPRESENTATION OR
WARRANTY THAT ANY LIEN SECURING THE FIRST LIEN LOAN OBLIGATIONS INTENDED TO BE
PERFECTED BY THE PROVISIONS OF THIS SECTION 4.4(B) WILL BE PERFECTED.
NOTHING
CONTAINED IN THIS SECTION 4.4(B) SHALL LIMIT OR RESTRICT IN ANY WAY THE RIGHTS
OF THE SECOND LIEN AGENT TO DEAL WITH ANY COLLATERAL REFERRED TO IN THIS
SECTION 4.4(B) AS PERMITTED BY THE SECOND LIEN LOAN DOCUMENTS AND THE OTHER
PROVISIONS OF THIS AGREEMENT.
(C)
IT IS UNDERSTOOD AND AGREED THAT THIS SECTION 4.4 IS INTENDED
SOLELY TO ASSURE CONTINUOUS PERFECTION OF THE LIENS GRANTED UNDER THE APPLICABLE
DOCUMENTS, AND NOTHING IN THIS SECTION 4.4 SHALL BE DEEMED OR CONSTRUED AS
ALTERING THE PRIORITIES OR OBLIGATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT.
4.5
WAIVER OF MARSHALLING AND SIMILAR RIGHTS.
EACH SECURED CREDITOR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES AS TO EACH OTHER
SECURED CREDITOR ANY REQUIREMENT REGARDING, AND AGREES NOT TO DEMAND, REQUEST,
PLEAD OR OTHERWISE CLAIM THE BENEFIT OF, ANY MARSHALLING, APPRAISEMENT,
VALUATION OR OTHER SIMILAR RIGHT THAT MAY OTHERWISE BE AVAILABLE UNDER
APPLICABLE LAW.
4.6
TITLED VEHICLES.
THE FIRST LIEN AGENT, THE SECOND LIEN AGENT AND
THE OBLIGORS EACH AGREE THAT UNTIL THE FIRST LIEN LOAN TERMINATION DATE AND THE
RE-ISSUANCE OF TITLES WITH RESPECT TO TITLED VEHICLES CONSTITUTING COLLATERAL AS
CONTEMPLATED BY SECTION 4.4(A), EACH CERTIFICATE OF TITLE WITH RESPECT TO ANY
TITLED VEHICLE CONSTITUTING PART OF THE COLLATERAL SHALL, EXCEPT AS PROVIDED IN
THE FOLLOWING PROVISO, NAME THE FIRST LIEN AGENT AS SECURED PARTY AND SUCH
NOTATION SHALL BE INTENDED TO PERFECT THE SECURITY INTEREST OF THE FIRST LIEN
AGENT FOR THE BENEFIT OF THE FIRST LIEN SECURED PARTIES AND THE SECURITY
INTEREST OF THE FIRST LIEN AGENT AS AGENT FOR THE SECOND LIEN AGENT (FOR THE
BENEFIT OF THE SECOND LIEN AGENT AND THE SECOND LIEN LENDERS) GRANTED PURSUANT
TO SECTION 4.4(A) HEREOF IN SUCH TITLED VEHICLES; PROVIDED, THAT UNLESS THE
SECOND LIEN AGENT DETERMINES THAT THE NOTATION OF THE SECOND LIEN AGENT AS A
SECURED PARTY IN ADDITION TO THE FIRST LIEN AGENT IS NOT REQUIRED IN THE STATES
OF ARIZONA AND MINNESOTA OR ANY OTHER STATE WHICH RESERVES AN AREA ON
CERTIFICATES OF TITLE SPECIFICALLY FOR THE ENTRY OF THE NAME OF A SECOND LIEN
CREDITOR (ANY SUCH STATE BEING REFERRED TO AS A "SEPARATE TITLE STATE") IN ORDER
TO PERFECT THE SECURITY INTEREST FOR THE BENEFIT OF SECOND LIEN AGENT AND THE
SECOND LIEN LENDERS, THEN FOR SO LONG AS SUCH SEPARATE NOTATION IS PERMITTED
UNDER APPLICABLE LAW, THE OBLIGORS AT THEIR SOLE COST AND EXPENSE SHALL CAUSE
(AND THE FIRST LIEN AGENT SHALL EXECUTE AT THE COST AND EXPENSE OF THE OBLIGORS
SUCH DOCUMENTS AS MAY BE NECESSARY TO CAUSE) SECOND LIEN AGENT'S SECURITY
INTEREST TO