TO THE EFFECTIVENESS OF AMENDMENT NO. 1 SET FORTH IN
SECTION 23 THEREOF HAVE BEEN FULLY SATISFIED, AS DETERMINED BY AGENT.
(E)
"AMENDMENT NO. 1 FEE LETTER" MEANS THE AMENDMENT NO. 1 FEE
LETTER, DATED ON OR ABOUT THE AMENDMENT NO. 1 EFFECTIVE DATE, AMONG THE
BORROWERS AND THE ADMINISTRATIVE AGENT, AS THE SAME NOW EXISTS OR MAY HEREAFTER
BE AMENDED, MODIFIED, SUPPLEMENTED, EXTENDED, RENEWED, RESTATED OR REPLACED.
(F)
"CERTIFICATES OF TITLE" MEANS ANY CERTIFICATES OF TITLE,
CERTIFICATES OF OWNERSHIP OR ANY OTHER REGISTRATION CERTIFICATES ISSUED UNDER
THE LAWS OF ANY STATE OR COMMONWEALTH OF THE UNITED STATES OF AMERICA OR ANY
POLITICAL SUBDIVISION THEREOF WITH RESPECT TO MOTOR VEHICLES OR OTHER VEHICLES.
2270379.15
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(G)
"ELIGIBLE ROLLING STOCK" MEANS ROLLING STOCK (A) THAT IS OWNED
BY BORROWERS, (B) THAT MEETS, IN ALL MATERIAL RESPECTS, ALL APPLICABLE MATERIAL
SAFETY OR REGULATORY STANDARDS APPLICABLE TO IT FOR THE USE FOR WHICH IT IS
INTENDED OR FOR WHICH IT IS BEING USED; (C) THE OWNERSHIP OF WHICH IS EVIDENCED
BY A CERTIFICATE OF TITLE THAT HAS THE NAME OF A BORROWER NOTED THEREON AS THE
OWNER OF IT OR IS OTHERWISE PROPERLY REGISTERED IN ONE OF THE STATES OF THE
UNITED STATES TO SUCH BORROWER THAT IS ENTITLED TO OPERATE SUCH ROLLING STOCK IN
THE STATE THAT HAS ISSUED SUCH CERTIFICATE OF TITLE IN ACCORDANCE WITH ALL
APPLICABLE LAWS (OTHER THAN ANY ROLLING STOCK THE OWNERSHIP OF WHICH IS NOT
REQUIRED TO BE EVIDENCED BY A CERTIFICATE OF TITLE UNDER THE LAWS APPLICABLE TO
IT), AGENT SHALL BE NOTED AS FIRST PRIORITY LIEN HOLDER THEREON, AND AGENT HAS
RECEIVED SUCH EVIDENCE THEREOF AS IT MAY REASONABLY REQUIRE; (D) THE CERTIFICATE
OF TITLE FOR WHICH IS HELD BY THE ADMINISTRATIVE BORROWER, ACTING THROUGH THE
TITLE DOCUMENTS DESIGNATED REPRESENTATIVE, AS EVIDENCED BY THE MOST RECENT
REPORT PROVIDED BY THE ADMINISTRATIVE BORROWER, ACTING THROUGH THE TITLE
DOCUMENTS DESIGNATED REPRESENTATIVE, TO AGENT; (E) THAT MEETS, IN ALL MATERIAL
RESPECTS, ALL APPLICABLE MATERIAL STANDARDS OF ALL MOTOR VEHICLE LAWS OR OTHER
STATUTES AND REGULATIONS ESTABLISHED BY ANY GOVERNMENTAL AUTHORITY AND IS NOT
SUBJECT TO ANY LICENSING OR SIMILAR REQUIREMENT THAT WOULD LIMIT THE RIGHT OF
AGENT TO SELL OR OTHERWISE DISPOSE OF SUCH ROLLING STOCK; AND (F) IS USED OR
USABLE IN THE ORDINARY COURSE OF A BORROWER'S BUSINESS AND HAS NOT BEEN DAMAGED
IN ANY MATERIAL RESPECT OR IN AN INOPERABLE CONDITION THAT CONTINUES FOR ANY
PERIOD OF MORE THAN SIXTY (60) CONSECUTIVE DAYS.
(H)
"ROLLING STOCK ADVANCE RATE" MEANS EIGHTY-FIVE (85%) PERCENT,
WHICH PERCENTAGE SHALL BE REDUCED BY THREE (3%) PERCENT ON THE FIRST (1ST) DAY
OF EACH FISCAL QUARTER FOLLOWING THE AMENDMENT NO. 1 EFFECTIVE DATE, COMMENCING
WITH THE SECOND FISCAL QUARTER IN WHICH THE ELIGIBLE ROLLING STOCK IS INCLUDED
IN THE BORROWING BASE (I.E. MARCH 24, 2013 IF THE ELIGIBLE ROLLING STOCK IS
INCLUDED IN THE BORROWING BASE IN DECEMBER, 2012).
(I)
"ROLLING STOCK APPRAISAL" MEANS THE WRITTEN APPRAISALS OF
THE BORROWERS' OWNED ROLLING STOCK WHICH BORROWERS REQUEST AGENT TO CONSIDER FOR