FILINGS IN THE UNITED STATES PATENT AND
TRADEMARK OFFICE WILL BE ACCOMPLISHED ON OR BEFORE JANUARY 24, 2005, OR WITH
RESPECT TO AFTER-ACQUIRED MARKS OR PATENTS AT THE TIMES REQUIRED BY ARTICLES IV
AND V AND (II) THE SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO
THIS AGREEMENT IN AND TO THE COLLATERAL CONSTITUTES (OR, IN THE CASE OF
COLLATERAL SUBJECT TO CLAUSES (X), (Y) AND (Z) ABOVE, UPON COMPLIANCE WITH SUCH
CLAUSES, WILL CONSTITUTE) A PERFECTED SECURITY INTEREST THEREIN PRIOR TO THE
RIGHTS OF ALL OTHER PERSONS THEREIN (EXCEPT FOR PERSONS HOLDING PERMITTED LIENS)
AND SUBJECT TO NO OTHER LIENS (OTHER THAN PERMITTED LIENS) AND IS ENTITLED TO
ALL THE RIGHTS, PRIORITIES AND BENEFITS AFFORDED BY THE UCC, 49 U.S.C. SECTION
11301 (WITH RESPECT TO THE ROLLING STOCK) OR OTHER RELEVANT LAW AS ENACTED IN
ANY RELEVANT JURISDICTION TO PERFECTED SECURITY INTERESTS, IN EACH CASE TO THE
EXTENT THAT THE COLLATERAL CONSISTS OF THE TYPE OF PROPERTY IN WHICH A SECURITY
INTEREST MAY BE PERFECTED BY FILING A FINANCING STATEMENT UNDER THE UCC AS
ENACTED IN ANY RELEVANT JURISDICTION, BY FILING WITH THE STB PURSUANT TO 49
U.S.C. SECTION 11301 (IN THE CASE OF MATERIAL ROLLING STOCK), BY NOTATION ON A
CERTIFICATE OF TITLE (IN THE CASE OF MATERIAL TRACTOR TRAILERS) OR BY A FILING
OF A GRANT OF SECURITY INTEREST IN THE RESPECTIVE FORM ATTACHED HERETO IN THE
UNITED STATES PATENT AND TRADEMARK OFFICE OR IN THE UNITED STATES COPYRIGHT
OFFICE.
2.2.
NO LIENS.
SUCH ASSIGNOR IS, AND AS TO COLLATERAL ACQUIRED BY IT FROM TIME
TO TIME AFTER THE DATE HEREOF SUCH ASSIGNOR WILL BE, THE OWNER OF ALL COLLATERAL
FREE FROM ANY LIEN OF ANY PERSON (OTHER THAN PERMITTED LIENS) AND SUCH ASSIGNOR
SHALL DEFEND THE COLLATERAL AGAINST ALL
7
CLAIMS AND DEMANDS OF ALL PERSONS (OTHER THAN PERSONS HOLDING PERMITTED LIENS)
AT ANY TIME CLAIMING THE SAME OR ANY INTEREST THEREIN ADVERSE TO THE COLLATERAL
AGENT.
2.3.
OTHER FINANCING STATEMENTS.
AS OF THE SECOND RESTATEMENT EFFECTIVE DATE,
THERE IS NO FINANCING STATEMENT EVIDENCING A VALID SECURITY INTEREST AGAINST
HOLDINGS OR ANY OF ITS SUBSIDIARIES (OR SIMILAR STATEMENT OR INSTRUMENT OF
REGISTRATION UNDER THE LAW OF ANY JURISDICTION) COVERING OR PURPORTING TO COVER
ANY INTEREST OF ANY KIND IN THE COLLATERAL (OTHER THAN THOSE EVIDENCING
PERMITTED LIENS), AND SO LONG AS THE TERMINATION DATE HAS NOT OCCURRED, SUCH
ASSIGNOR WILL NOT EXECUTE OR AUTHORIZE TO BE FILED IN ANY PUBLIC OFFICE ANY
FINANCING STATEMENT (OR SIMILAR STATEMENT OR INSTRUMENT OF REGISTRATION UNDER
THE LAW OF ANY JURISDICTION) OR STATEMENTS RELATING TO THE COLLATERAL, EXCEPT
FINANCING STATEMENTS FILED OR TO BE FILED IN RESPECT OF AND COVERING THE
SECURITY INTERESTS GRANTED HEREBY BY SUCH ASSIGNOR OR IN CONNECTION WITH
PERMITTED LIENS.
2.4.
CHIEF EXECUTIVE OFFICE.
THE CHIEF EXECUTIVE OFFICE OF SUCH ASSIGNOR ON
THE SECOND RESTATEMENT EFFECTIVE DATE (OR IN THE CASE OF ANY ASSIGNOR THAT
BECOMES A PARTY HERETO AFTER THE SECOND RESTATEMENT EFFECTIVE DATE PURSUANT TO
SECTION 12.13, ON THE DATE SUCH ASSIGNOR