Common use of Motor Vehicles Clause in Contracts

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the ratable benefit of the Collateral Agent and the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the complete conversion of all of the Obligations are Paid Company's obligations under the Notes to equity securities of the Company and/or indefeasible payment in Fullfull in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the complete conversion of all of the Obligations are Paid Company’s obligations under the Notes to equity securities of the Company and/or indefeasible payment in Fullfull in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof of this 5(j) (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations (other than inchoate indemnity Obligations) are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) 1. Upon the Collateral AgentLender’s written request, each Grantor Borrower shall deliver to the Collateral Agent Lender originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent Lender listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor 2. Borrower hereby appoints the Collateral Agent Lender as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor Borrower title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor Borrower to be retitled and the Collateral Agent Lender listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor Borrower as the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Lender a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Lender hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) 3. Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) 4. So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorBorrower, the Collateral Agent Lender shall execute and deliver to any Grantor Borrower such instruments as such Grantor Borrower shall reasonably request to remove the notation of the Collateral Agent Lender as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Lender of a certificate from any Grantor Borrower stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor Borrower will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Lender hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon Each Obligor shall, upon the Collateral Agent’s written requestrequest of the Administrative Agent during the continuation of any Event of Default, each Grantor shall deliver to the Collateral Administrative Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles owned by it, it with the Collateral Administrative Agent listed as lienholderlienholder and take such other action as the Administrative Agent shall deem appropriate to perfect the security interest created hereunder in all such Motor Vehicles; provided, for however, if any such Motor Vehicle is subject to a purchase money security interest, the benefit of Administrative Agent shall be listed as a junior lienholder to the NoteholdersPerson holding such purchase money security interest. (ii) Each Grantor Without limiting Section 5.10, each Obligor hereby appoints the Collateral Administrative Agent as its attorney-in-attorney in fact, effective the date hereof and terminating upon the termination occurrence and during the continuation of this Agreementan Event of Default, for the purpose of (Ai) executing on behalf of such Grantor Obligor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor Obligor to be retitled and the Collateral Administrative Agent listed as lienholder thereofthereon, (Bii) filing such applications with such Governmental Authorities, state agencies and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor Obligor as the Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Administrative Agent a perfected Lien lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Administrative Agent hereunderunder Section 5.5). This appointment as attorney-in-attorney in fact is irrevocable and coupled with an interest and is irrevocable until all of the Obligations are Paid in Fullinterest. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall shall, to the extent reasonably requested by the Administrative Agent, be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. With respect to any motor vehicles in excess of $100,000 individually or $500,000 in the aggregate which are covered by a certificate of title under a statute which requires indication of a security interest on such certificate as a condition of perfection thereof: (i) Upon the Collateral Agent’s written request, each Each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all such motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable such motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as necessary or as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the such motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request or as otherwise provided for in the Indenture to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor The Company shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles owned by it with a blue book value equal or in excess of $10,000 owned by it50,000, with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersHolders. (ii) Each Grantor The Company hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor the Company title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor the Company to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor the Company as the Collateral Agent may deem be necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantorthe Company, the Collateral Agent shall execute and deliver to any Grantor the Company such instruments as such Grantor the Company shall reasonably request request, in form and substance satisfactory to the Collateral Agent, to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor the Company stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor the Company will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentLender’s written request, each Grantor Borrower shall deliver to the Collateral Agent Lender originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent Lender listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor Borrower hereby appoints the Collateral Agent Lender as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor Borrower title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor Borrower to be retitled and the Collateral Agent Lender listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor Borrower as the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Lender a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Lender hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorBorrower, the Collateral Agent Lender shall execute and deliver to any Grantor Borrower such instruments as such Grantor Borrower shall reasonably request to remove the notation of the Collateral Agent Lender as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Lender of a certificate from any Grantor Borrower stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor Borrower will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Lender hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the complete conversion of all of the Obligations are Paid Company's obligations under the Notes to equity securities of the Company and/or indefeasible payment in Fullfull in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s Buyer's written request, each Grantor shall deliver to the Collateral Agent Buyer originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent Buyer listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent Buyer as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent Buyer listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Buyer may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Buyer a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Buyer hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Note (together with any matured indemnification obligations as of the Obligations are Paid in Fulldate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent Buyer shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Buyer as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Buyer of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Buyer hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s Buyer's written request, each Grantor shall deliver to the Collateral Agent Buyer originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent Buyer listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent Buyer as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent Buyer listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent Buyer may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Buyer a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Buyer hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Buyer shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent Buyer as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Buyer of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Buyer hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles owned by it, it with the Collateral Agent listed as lienholder. (ii) If requested by the Agent after the occurrence and during the continuance of a Default or Event of Default, Grantor shall deliver to the Agent originals of the certificates of title or ownership for all Motor Vehicles owned by it with the Agent listed as lienholder, for the benefit of the NoteholdersLender Group; provided that, the Agent shall not be required to be listed as the lienholder if the Motor Vehicle is subject to a purchase money security interest permitted by the Financing Agreement. (iiiii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid paid in Fullfull after the termination of the Revolving Credit Commitments and all Letter of Credit Obligations and the termination of the Financing Agreement and the other Loan Documents. (iiiiv) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05(c)(iii) of the Financing Agreement to be paid to the Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 10,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted) are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective during the date hereof occurrence and continuation of an Event of Default and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the ratable benefit of the Collateral Agent and the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersHolders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the complete conversion of all of the Obligations are Paid Company’s obligations under the Notes to equity securities of the Company and/or indefeasible payment in Fullfull in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any If an Event of Default has occurred and is continuing, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon Within 60 days of the Collateral Agent’s written requestdate hereof, each the Grantor shall deliver to the Collateral Agent originals Lender photocopies of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles owned by it, it with the Collateral Agent Lender listed as lienholder, for the benefit of the Noteholders. (ii) Each Upon the acquisition after the date hereof by the Grantor of any Motor Vehicle, the Grantor shall deliver to the Lender photocopies of the certificates of title or ownership for such Motor Vehicle, together with the manufacturer's statement of origin, with the Lender listed as lienholder. (iii) The Grantor hereby appoints the Collateral Agent Lender as its attorney-in-fact, exercisable upon the occurrence of an Event of Default, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such the Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such the Grantor to be retitled and the Collateral Agent Lender listed as lienholder thereof, (Bii) filing such applications with such Governmental Authorities, state agencies and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such the Grantor as the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Lender a perfected Lien lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent Lender hereunder). This appointment as attorney-in-fact is irrevocable and coupled with an interest and is irrevocable until all of the Obligations are Paid in Fullinterest. (iiiiv) Any photocopies of certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivv) So long as no Event of Default or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default shall have occurred and be continuing, upon the request of any the Grantor, the Collateral Agent Lender shall execute and deliver to any the Grantor such instruments as such the Grantor shall reasonably request to remove the notation of the Collateral Agent Lender as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Lender of a certificate from any Grantor the Grantor, stating that such motor vehicle the Motor Vehicle the lien on which is to be released is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be being paid to the Collateral Agent Lender hereunder immediately upon receipt, to be applied to the Obligations then outstandingoutstanding in the manner contemplated by Section 7(b) hereof.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement,each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any Subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor Grantor, for motor vehicles with a value in excess of $25,000 shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 ownership, if physical and not electronic, owned by it, with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired with a value in excess of $25,000 by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any net proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon If requested by the Collateral Agent’s written requestAgent after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent listed as a lienholder, for the benefit of the NoteholdersAgents and the Lenders; provided that the Collateral Agent shall not be required to be listed as a lienholder if a Motor Vehicle is subject to a purchase money security interest permitted by Section 6.02(a) of the Financing Agreement. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating exercisable upon the termination occurrence and during the continuance of this Agreementan Event of Default, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles such Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Obligations are Paid have been indefeasibly paid in Fullfull in cash after the termination the Total Commitment. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by the Financing Agreement to be paid to the Collateral Agent to be applied to the Obligations and, to the extent required by the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding, in accordance with the terms of the Financing Agreement.

Motor Vehicles. (i) Upon If requested by the Collateral Agent’s written requestAgent after the occurrence and during the continuance of a Default or Event of Default, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersAgent and the Lenders; provided that the Agent shall not be required to be listed as the lienholder if a Motor Vehicle is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid paid in Fullfull after all Commitments have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a an individual value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any said Grantor such instruments as such said Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersPurchasers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Permitted Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Secured Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Secured Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each The Grantor shall deliver to the Collateral Agent Lender originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent Lender listed as lienholder, for the benefit of the Noteholders. (ii) Each Upon the acquisition after the date hereof by the Grantor of any Motor Vehicle, the Grantor shall deliver to the Lender originals of the certificates of title or ownership for such Motor Vehicle, together with the manufacturer's statement of origin, with the Lender listed as lienholder; provided, however, if the Motor Vehicle to be acquired is subject to a purchase money security interest, the Lender shall be listed as a junior lienholder to the Person holding such purchase money security interest. (iii) The Grantor hereby appoints the Collateral Agent Lender as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such the Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such the Grantor to be retitled and the Collateral Agent Lender listed as lienholder thereof, (Bii) filing such applications with such Governmental Authorities, state agencies and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such the Grantor as the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Lender a perfected Lien lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent Lender hereunder). This appointment as attorney-in-fact is irrevocable and coupled with an interest and is irrevocable until all of the Obligations are Paid in Fullinterest. (iiiiv) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivv) So long as no Default or Event of Default shall have occurred and be continuing, upon the request of any the Grantor, the Collateral Agent Lender shall execute and deliver to any the Grantor such instruments as such the Grantor shall reasonably request to remove the notation of the Collateral Agent Lender as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Lender of a certificate from any Grantor the Grantor, stating that such motor vehicle the Motor Vehicle the Lien on which is to be released is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be in excess of $10,000 being paid to the Collateral Agent Lender hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon After the First-Lien Expiration Date, if requested by the Collateral Agent’s written requestAgent after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties; provided that the Collateral Agent shall not be required to be listed as the lienholder if a Motor Vehicle is subject to a purchase money security interest permitted by the Indenture. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective upon the date hereof occurrence and during the continuance of an Event of Default and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem be necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder); provided, that the Collateral Agent shall not be responsible for, or obligated to take, any of the foregoing actions authorized by the Grantors. This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the indefeasible payment in full of all of the Obligations are Paid in Fulland the termination of the Indenture Documents. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing thereby to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstandingextent available.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles owned by such Grantor with a value in excess of $10,000 owned by it50,000, with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all the Satisfaction in Full of the Obligations are Paid in FullObligations. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; providedPROVIDED, howeverHOWEVER, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each The Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,00, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Upon the written request of the Required Holders, the Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such the Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such the Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such the Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. Notwithstanding the foregoing, the Collateral Agent shall not have any responsibility for any filings under this Section, it being understood that all such filings will be maintained by counsel to the Holders. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any the Grantor, the Collateral Agent shall shall, at the written direction of ‘the Required Holders, execute and deliver to any the Grantor such instruments as such the Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any the Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any the Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the ratable benefit of the Collateral Agent and the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-attorney- in-fact, effective the date hereof and terminating upon the termination of this Agreement, fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 25,000 owned by it, with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentLender’s written request, each Grantor Debtor shall deliver to the Collateral Agent Lender originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent Lender listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor Debtor hereby appoints the Collateral Agent Lender as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor Debtor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor Debtor to be retitled and the Collateral Agent Lender listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Lender a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Lender hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorDebtor, the Collateral Agent Lender shall execute and deliver to any Grantor Debtor such instruments as such Grantor Debtor shall reasonably request to remove the notation of the Collateral Agent Lender as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Lender of a certificate from any Grantor Debtor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor Debtor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Lender hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, if any, with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, upon the occurrence and during the continuance of an Event of Default, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to applied in a manner consistent with the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstandingTransaction Documents.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written requestrequest (at the direction of the Majority Buyers), each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this AgreementAgreement (at the direction of the Majority Buyers), for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled re-titled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Majority Buyers may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. _________________________ 1 Please note that Collateral Agent will not indemnify any third party financial institution in connection with such agreement.), (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles owned by such Grantor with a value in excess of $10,000 owned by it50,000, with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all the Satisfaction in Full of the Obligations are Paid in FullObligations. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 10,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor therefore in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Obligations are Paid in Fulldate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each ● Each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (ii) Buyers. ● Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Obligations are Paid in Full. (iii) date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations). ● Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) . ● So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the ratable benefit of the Collateral Agent and the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each motor vehicle covered thereby.. 9163498 (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. To the extent that there are no Permitted Liens thereon: (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersHolders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (ia) Each Grantor shall deliver to the Collateral Agent the original of the certificate of title or ownership listing the Collateral Agent as lienholder for any motor vehicle owned by such Grantor that has a fair market value of at least $50,000, or at the request of the Collateral Agent, any motor vehicle owned by such Grantor. For purposes of this Agreement, "motor vehicle' shall mean all motor vehicles, tractors, trailers and other like property, whether or not the title thereof is governed by a certificate of title or ownership. (b) Upon the acquisitions after the date hereof by such Grantor of any motor vehicle having a fair market value of at least $50,000, or any other motor vehicle for which the Collateral Agent’s written request, each Agent has requested the original certificate of title or ownership thereof such Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each such motor vehicle vehicles, together with a value in excess the manufacturers statement of $10,000 owned by it, origin with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (iic) Each Without limiting Section 13 below, such Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof hereof, and terminating upon the termination of this Agreement, for the purpose of purposes of: (Ai) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereoflien holder thereon, (Bii) filing such applications with such Governmental Authoritiesstate agencies, and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Agent, a perfected Lien lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunderunder Section 16 below). This appointment as attorney-in-fact is irrevocable and coupled with an interest and is irrevocable until all of the Obligations are Paid in Fullinterest. (iiid) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentInvestor’s written request, each Grantor shall deliver to the Collateral Agent Investor originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent Investor listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent Investor as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent Investor listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Investor may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Investor a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Investor hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in FullFull (other than inchoate indemnity obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Investor shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Investor as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Investor of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Investor hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon Subject to the Intercreditor Agreement, upon the Second Lien Collateral Agent’s written request, each Grantor shall deliver to the Second Lien Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Second Lien Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties. (ii) Each Subject to the Intercreditor Agreement, each Grantor hereby appoints the Second Lien Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Second Lien Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes hereof of this 5(j) (including, without limitation, for the purpose of creating in favor of the Second Lien Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Second Lien Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations (other than inchoate indemnity Obligations) are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Second Lien Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Second Lien Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Second Lien Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentSecured Party’s written request, each Grantor Grantor, for motor vehicles with a value in excess of $25,000 shall deliver to the Collateral Agent Secured Party originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 ownership, if physical and not electronic, owned by it, with the Collateral Agent Secured Party listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent Secured Party as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired with a value in excess of $25,000 by such Grantor to be retitled and the Collateral Agent Secured Party listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Secured Party a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full.. Security Agreement and Pledge 20 (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Secured Party shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Secured Party as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Secured Party of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any net proceeds of such sale or casualty loss shall be paid to the Collateral Agent Secured Party hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the ratable benefit of the NoteholdersCollateral Agent and the Secured Parties. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 10,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersPurchasers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles owned by it with a blue book value equal or in excess of $10,000 owned by it50,000, with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersHolders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. To the extent that there are no Permitted Liens thereon: (i) Upon the Collateral Agent’s written request, each the Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any the Grantor, the Collateral Agent shall execute and deliver to any the Grantor such instruments as such the Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any the Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any the Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers with respect to (A) any such individual motor vehicle having an original purchase price of 50,000 or more, or (B) all such motor vehicles, if the aggregate purchase price thereof is $250,000 or more. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable such motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the such motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any such motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. To the extent that there are no Permitted Liens thereon: (i) Upon the Collateral AgentSecured Party’s written request, each Grantor the Debtor shall deliver to the Collateral Agent Secured Party originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent Secured Party listed as lienholder, for the benefit of the NoteholdersSecured Party. (ii) Each Grantor The Debtor hereby appoints the Collateral Agent Secured Party as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor the Debtor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor the Debtor to be retitled and the Collateral Agent Secured Party listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor the Debtor as the Collateral Agent Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Secured Party a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantorthe Debtor, the Collateral Agent Secured Party shall execute and deliver to any Grantor the Debtor such instruments as such Grantor the Debtor shall reasonably request to remove the notation of the Collateral Agent Secured Party as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Secured Party of a certificate from any Grantor the Debtor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor the Debtor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Secured Party hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor the Company shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, the Company with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor The Company hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor the Company title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor the Company to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor the Company as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantorthe Company, the Collateral Agent shall execute and deliver to any Grantor the Company such instruments as such Grantor the Company shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor the Company stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor the Company will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon To the extent necessary to perfect the Collateral Agent’s Lien and security interest therein, upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 25,000 owned by it, with the Collateral Agent listed as lienholder, for the ratable benefit of the Collateral Agent and the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title or ownership for any motor vehiclevehicle and return such certificate to such Grantor; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any If an Event of Default shall have occurred and be continuing, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentSecured Party’s written request, each Grantor Grantor, for motor vehicles with a value in excess of $25,000 shall deliver to the Collateral Agent Secured Party originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 ownership, if physical and not electronic, owned by it, with the Collateral Agent Secured Party listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent Secured Party as its attorney-in-in- fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired with a value in excess of $25,000 by such Grantor to be retitled and the Collateral Agent Secured Party listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Secured Party a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full.. Security Agreement and Pledge (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Secured Party shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Secured Party as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Secured Party of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any net proceeds of such sale or casualty loss shall be paid to the Collateral Agent Secured Party hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers with respect to (A) any such individual motor vehicle having an original purchase price of 50,000 or more, or (B) all such motor vehicles, if the aggregate purchase price thereof is $250,000 or more. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable such motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the such motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any such motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s Buyer's written request, each Grantor shall deliver to the Collateral Agent Buyer originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, such Grantor with the Collateral Agent Buyer listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent Buyer as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent Buyer listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent Buyer may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Buyer a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Buyer hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Buyer shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent Buyer as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Buyer of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each The Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersPurchasers. (ii) Each The Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such the Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such the Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such the Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any the Grantor, the Collateral Agent shall execute and deliver to any the Grantor such instruments as such the Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any the Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any the Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (ia) Upon the Collateral Agent’s written requestEach Debtor shall promptly after such certificates of title or ownership become available, each Grantor shall and thereafter from time to time deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles constituting Collateral (other than such Motor Vehicles which are Inventory) owned by it, it with the Collateral Agent listed as lienholder, for lienholder and take such other action as the benefit of Collateral Agent shall deem appropriate to perfect the Noteholderssecurity interest created hereunder in all such Motor Vehicles. (iib) Each Grantor Without limiting the generality of the foregoing clause (a), as soon as is reasonably practicable exercising commercially reasonable efforts following the Issue Date (taking into account the inherent delays in the process of perfecting such security interest and the need to receive title certificates back from the various states where they were previously sent), for any Motor Vehicle now owned by any Debtor and promptly after the acquisition of any Motor Vehicle by any Debtor, the Issuer and each such Debtor shall cause the recordation or notation of the Collateral Agent’s security interest on the certificates of title or ownership in respect of each such Motor Vehicle and thereafter, as promptly as is reasonably practicable, deliver satisfactory evidence thereof to the Collateral Agent. (c) Without limiting Section 3.5, each Debtor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such Grantor Debtor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles constituting Collateral now owned or hereafter acquired by such Grantor Debtor to be retitled and the Collateral Agent listed as lienholder thereofthereon, (Bii) filing such applications with such Governmental Authorities, state agencies and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a first priority perfected Lien lien on the motor vehicles Motor Vehicles constituting Collateral and exercising the rights and remedies of the Collateral Agent hereunderunder Section 6.2). This appointment as attorney-in-fact is irrevocable and coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the interest. The Collateral Agent shall execute and deliver to notify the applicable Debtor of any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt exercise by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement power of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstandingattorney.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 10,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i1) Upon The Debtor shall, if so requested by the Collateral Administrative Agent’s written request, each Grantor shall deliver to the Collateral Administrative Agent, or to any agent or custodian specified by the Administrative Agent in writing to the Debtor, originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles owned by it, it with the Collateral Administrative Agent listed as lienholder and take such other action as the Administrative Agent shall deem appropriate to perfect the security interest created hereunder in all such Motor Vehicles. (2) Without limiting the generality of the foregoing, if so requested by the Administrative Agent, upon the acquisition after the date hereof by the Debtor of any Motor Vehicle, the Debtor shall deliver to the Administrative Agent, or to any agent or custodian specified by the Administrative Agent in writing to the Debtor, originals of the certificates of title or ownership for such Motor Vehicles, together with the manufacturer’s statement of origin with the Administrative Agent listed as lienholder; provided, for however, if the benefit of Motor Vehicle to be acquired is subject to a purchase money security interest, the NoteholdersAdministrative Agent shall be listed as a junior lienholder to the Person holding such purchase money security interest. (ii3) Each Grantor Without limiting Section 5.10, the Debtor hereby appoints the Collateral Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such Grantor the Debtor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor the Debtor to be retitled and the Collateral Administrative Agent listed as lienholder thereofthereon, (Bii) filing such applications with such Governmental Authorities, state agencies and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor the Debtor as the Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Administrative Agent a perfected Lien lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Administrative Agent hereunderunder Section 5.05). This appointment as attorney-in-fact is irrevocable and coupled with an interest and is irrevocable until all of the Obligations are Paid in Fullinterest. (iii4) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Each Grantor shall deliver to the Collateral Administrative Agent within 60 days after the Closing Date originals of the certificates of title or ownership for each motor vehicle the Motor Vehicles owned by it and with a fair market value in excess of $10,000 owned by it, 75,000 with the Collateral Administrative Agent listed as lienholder, for the benefit of the Noteholders. (ii) Upon the acquisition after the date hereof by any Grantor of any Motor Vehicle with a fair market value in excess of $75,000, such Grantor shall deliver to the Administrative Agent within 60 days after such acquisition originals of the certificates of title or ownership for such Motor Vehicle, together with the manufacturer's statement of origin, with the Administrative Agent listed as lienholder; provided, however, that if the Motor Vehicle to be acquired is subject to a purchase money security interest (other than a purchase money security interest in favor of a Loan Party or an Affiliate of a Loan Party) the Administrative Agent shall be listed as a junior lienholder to the Person holding such purchase money security interest. (iii) Each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-in- fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Administrative Agent listed as lienholder thereof, (Bii) filing such applications with such Governmental Authorities, state agencies and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such the Grantor as the Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Administrative Agent a perfected Lien lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Administrative Agent hereunder). This appointment as attorney-in-fact is irrevocable and coupled with an interest and is irrevocable until all of the Obligations are Paid in Fullinterest. (iiiiv) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersHolders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Obligations are Paid in Fulldate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any If an Event of Default has occurred and is continuing, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentSecured Party’s written request, each Grantor Grantor, for motor vehicles with a value in excess of $25,000 shall deliver to the Collateral Agent Secured Party originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 ownership, if physical and not electronic, owned by it, with the Collateral Agent Secured Party listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent Secured Party as its attorney-in-in- fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired with a value in excess of $25,000 by such Grantor to be retitled and the Collateral Agent Secured Party listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Secured Party a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Secured Party shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Secured Party as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Secured Party of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any net proceeds of such sale or casualty loss shall be paid to the Collateral Agent Secured Party hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 10,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentBuyer’s written request, each Grantor shall deliver to the Collateral Agent Buyer originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 100,000, owned by it, it with the Collateral Agent Buyer listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent Buyer as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent Buyer listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent Buyer may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Buyer a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Buyer hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Buyer shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent Buyer as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Buyer of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Buyer hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon If requested by the Collateral Agent’s written requestAgent after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersAgents and the Lenders; provided that the Collateral Agent shall not be required to be listed as the lienholder if a Motor Vehicle is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective upon the date hereof occurrence and during the continuance of an Event of Default and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the termination of all Commitments, the indefeasible payment in full of all of the Obligations are Paid in Fulland the termination of the Loan Documents. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing thereby to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstandingextent available.

Motor Vehicles. (i) Upon the Collateral AgentXxxxxx’s written request, each Grantor Debtor shall deliver to the Collateral Agent Lender originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent Xxxxxx listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor Debtor hereby appoints the Collateral Agent Lender as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor Debtor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor Debtor to be retitled and the Collateral Agent Lender listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Lender a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunderXxxxxx xxxxxxxxx). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorDebtor, the Collateral Agent Xxxxxx shall execute and deliver to any Grantor Debtor such instruments as such Grantor Debtor shall reasonably request to remove the notation of the Collateral Agent Lender as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Lender of a certificate from any Grantor Debtor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor Debtor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Lender hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor the Company shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor The Company hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor the Company title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor the Company to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor the Company as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantorthe Company, the Collateral Agent shall execute and deliver to any Grantor the Company such instruments as such Grantor the Company shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor the Company stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor the Company will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentSecured Party’s written request, each Grantor shall deliver to the Collateral Agent Secured Party originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent Secured Party listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent Secured Party as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent Secured Party listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Secured Party a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent Secured Party shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Secured Party as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Secured Party of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Secured Party hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. To the extent that there are no Permitted --------------- Liens thereon: (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any -------- ------- such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations (other than inchoate indemnity obligations) are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor the Company shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles owned by it with a blue book value equal or in excess of $10,000 owned by it50,000, with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor The Company hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor the Company title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor the Company to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor the Company as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantorthe Company, the Collateral Agent shall execute and deliver to any Grantor the Company such instruments as such Grantor the Company shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor the Company stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor the Company will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon At the reasonable request of the Collateral Agent’s written request, each Grantor shall (a) cause all Motor Vehicles that constitute Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Motor Vehicles that constitute Collateral, now owned or hereafter acquired by any Grantor, the ownership of which under applicable law (including without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, to be properly titled in the name of such Grantor, with the Collateral Agent's Lien noted thereon and (c) if requested by the Collateral Agent, deliver to the Collateral Agent (or its custodian) originals of all such certificates of title or ownership for such Motor Vehicles, with the Collateral Agent's Lien noted thereon. (ii) At the request of the Collateral Agent, upon the acquisition after the date hereof by any Grantor of any Motor Vehicle or other Equipment that constitutes Collateral subject to a certificate of title or ownership (other than a Motor Vehicle or Equipment to be acquired that is subject to a purchase money security interest permitted by Section 4.12 of the Indenture), such Grantor shall promptly notify the Collateral Agent of such acquisition, set forth a description of the Motor Vehicle or other Equipment acquired and a good faith estimate of the current value of such Motor Vehicle or Equipment, and if so requested by the Collateral Agent, promptly deliver to the Collateral Agent (or its custodian) originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by itsuch Motor Vehicle or Equipment, together with the manufacturer's statement of origin, and an application duly executed by the appropriate Grantor to evidence the Collateral Agent listed as lienholder, for the benefit of the NoteholdersAgent's Lien thereon. (iiiii) Each Subject to clauses (j)(i) and (j)(ii) above, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state or provincial agencies to enable motor vehicles Motor Vehicles that constitute Collateral, now owned or hereafter acquired by such Grantor Grantor, to be retitled and the Collateral Agent listed as lienholder thereof, and (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary state or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder)provincial agencies. This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all the date on which the Discharge of the Senior Secured Note Obligations are Paid in Fullhas occurred. (iiiiv) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon If requested by the Collateral Agent’s written requestAgent after the occurrence and during the continuance of a Default or Event of Default, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersAgent and the Lenders; provided that the Agent shall not be required to be listed as the lienholder if a Motor Vehicle is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of at any time after and during the continuance of an Event of Default (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the outstanding Obligations are Paid paid in Fullfull after all Commitments have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties (other than a motor vehicle that is subject to a purchase money security interest). (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, following the occurrence and during the continuation of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereofthereof (other than a motor vehicle that is subject to a purchase money security interest), (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the such motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; providedPROVIDED, howeverHOWEVER, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon If requested by the Collateral Agent’s written requestAgent after the occurrence and during the continuance of a Default or Event of Default, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersSecured Parties; provided that the Collateral Agent shall not be required to be listed as the lienholder if a Motor Vehicle is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid paid in Fullfull after all Commitments have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Collateral Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon If requested by the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 all Motor Vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersLenders; PROVIDED that the Agent shall not be required to be listed as the lienholder if (A) a Motor Vehicle is subject to a purchase money security interest permitted by Section 6.02(a) of the Loan Agreement or (B) a Motor Vehicle has a fair market value of not more than $50,000. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreementthe Commitments and the Obligations being Paid in Full, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereofthereof in accordance with Section 5(j)(i) hereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in FullFull and the Loan Agreement and the other Loan Documents are terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, that PROVIDED THAT any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 3.03 of the Loan Agreement to be paid to the Agent to be applied to the Obligations and, to the extent required by Section 3.03 of the Loan Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, it with the Collateral Agent listed as lienholder, for the benefit of itself and the NoteholdersPurchasers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon At the request of the Collateral Agent’s Agent after reasonable prior written requestnotice (but in any event not less than thirty (30) days' prior written notice), each Grantor shall (a) cause all Motor Vehicles, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Motor Vehicles, now owned or hereafter acquired by any Grantor, the ownership of which under applicable law (including without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, to be properly titled in the name of such Grantor, and (c) deliver to the Collateral Agent (or its custodian) originals of all such certificates of title or ownership for such Motor Vehicles, with the Collateral Agent's Lien noted thereon. (ii) At the request of the Collateral Agent after reasonable prior written notice (but in any event not less than thirty (30) days' prior written notice), upon the acquisition after the date hereof by any Grantor of any Motor Vehicle or other Equipment subject to a certificate of title or ownership (other than a Motor Vehicle or Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement), such Grantor shall immediately notify the Collateral Agent of such acquisition, set forth a description of the Motor Vehicle or other Equipment acquired and a good faith estimate of the current value of such Motor Vehicle or Equipment, and if so requested by the Collateral Agent, immediately deliver to the Collateral Agent (or its custodian) originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by itsuch Motor Vehicle or Equipment, together with the manufacturer's statement of origin, and an application duly executed by the appropriate Grantor to evidence the Collateral Agent listed as lienholder, for the benefit of the NoteholdersAgent's Lien thereon. (iii) Subject to clauses (j)(i) and (ii) Each above, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state or provincial agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate or provincial agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles such Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Obligations are have been Paid in FullFull after the termination of the Loan Documents. (iiiiv) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release -------- effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Collateral Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding, in accordance with the terms of the Financing Agreement.

Motor Vehicles. (ia) Upon Grantor shall maintain all vehicle titles at its chief executive office. (b) Grantor shall promptly, but in any event no later than 10 days after the Collateral Agent’s written requestrequest (the date on which the Grantor receives such request being the “Titles Request Date”), each deliver to the Collateral Agent originals of the certificates of title or ownership for the Motor Vehicles owned by it together with appropriate grant forms executed in favor of the Collateral Agent. (c) Upon the acquisition after the Titles Request Date by Grantor of any Motor Vehicle, Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle such Motor Vehicle, together with a value in excess the manufacturer’s statement of $10,000 owned by itorigin, with the Collateral Agent listed as lienholder; provided that, for the benefit Collateral Agent shall not be required to be the lienholder if the Motor Vehicle to be acquired is subject to a purchase money security interest permitted by Section 8(b) of the NoteholdersLoan Agreement. (iid) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (Bii) filing such applications with such Governmental Authoritiesstate agencies, and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid paid in Fullfull after the termination of the Loan Agreement and the other Loan Documents. (iiie) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivf) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any Grantor will receive as sale proceeds Proceeds or insurance proceeds. Any proceeds Proceeds, and any Proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon Each Grantor shall (a) cause all Motor Vehicles, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Motor Vehicles, now owned or hereafter acquired by any Grantor, the ownership of which under applicable law (including without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, to be properly titled in the name of such Grantor, with the Collateral Agent’s written requestLien noted thereon (to the extent requested by the Collateral Agent) and (c) if requested by the Collateral Agent, each Grantor shall deliver to the Collateral Agent (or its custodian) originals of all such certificates of title or ownership for such Motor Vehicles, with the Collateral Agent’s Lien noted thereon. (ii) Upon request of the Collateral Agent, each Grantor will provide to the Collateral Agent, a list of any Motor Vehicle or other Equipment subject to a certificate of title or ownership (other than a Motor Vehicle or Equipment to be acquired that is subject to a purchase money security interest permitted by Section 8.02(a) of the Financing Agreement), owned by such Grantor, setting forth a description of the Motor Vehicles or other Equipment owned and a good faith estimate of the current value of such Motor Vehicles or Equipment, and if so requested by the Collateral Agent, immediately deliver to the Collateral Agent (or its custodian) originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by itsuch Motor Vehicle or Equipment, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor to evidence the Collateral Agent listed as lienholder, for the benefit of the NoteholdersAgent’s Lien thereon. (iiiii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state or provincial agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate or provincial agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles such Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Obligations are have been Paid in FullFull after the termination of the Loan Documents. (iiiiv) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Collateral Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding, in accordance with the terms of the Financing Agreement.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, such Grantor with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s 's written request, each Grantor the Company shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle vehicles owned by it with a blue book value equal or in excess of $10,000 owned by it50,000, with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersHolders. (ii) Each Grantor The Company hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor the Company title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor the Company to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor the Company as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantorthe Company, the Collateral Agent shall execute and deliver to any Grantor the Company such instruments as such Grantor the Company shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor the Company stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor the Company will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Each Grantor shall (a) cause all Motor Vehicles, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Motor Vehicles, now owned or hereafter acquired by any Grantor, the ownership of which under applicable law (including without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, to be properly titled in the name of such Grantor, with the Agent's Lien noted thereon and (c) deliver to the Agent (or its custodian) originals of all such certificates of title or ownership for such Motor Vehicles owned by it with the Agent listed as lienholder. (ii) Upon the Collateral Agent’s written requestacquisition after the date hereof by any Grantor of any Motor Vehicle or other item of Equipment subject to a certificate of title or ownership (other than a Motor Vehicle or item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.2 of the Loan Agreement), each such Grantor shall deliver to the Collateral Agent in accordance with the Loan Agreement, originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by itsuch Motor Vehicle, together with the Collateral Agent listed as lienholdermanufacturer's statement of origin, for and an application duly executed by the benefit of appropriate Grantor to evidence the NoteholdersAgent's Lien thereon. (iiiii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid paid in Fullfull after all Commitments have been terminated. (iiiiv) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor such Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds and whether or not such sale proceeds or insurance proceeds are required by the Loan Agreement to be paid to the Agent to be applied to the Obligations and, to the extent required by the Loan Agreement, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s Buyer's written request, each Grantor shall deliver to the Collateral Agent Buyer originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, Grantor with the Collateral Agent Buyer listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent Buyer as its attorney-in-fact, upon continuing Event of Default, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent Buyer listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent Buyer may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Buyer a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Buyer hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Buyer shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent Buyer as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Buyer of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Buyer hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (ia) Upon the Collateral Agent’s written requestEach Debtor shall promptly after such certificates of title or ownership become available, each Grantor shall and thereafter from time to time deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles constituting Collateral (other than such Motor Vehicles which are Inventory) owned by it, it with the Collateral Agent listed as lienholder, for lienholder and take such other action as the benefit of Collateral Agent shall deem appropriate to perfect the Noteholderssecurity interest created hereunder in all such Motor Vehicles. (iib) Each Grantor Without limiting the generality of the foregoing clause (a), as soon as is reasonably practicable exercising commercially reasonable efforts following the Issue Date (taking into account the inherent delays in the process of perfecting such security interest and the need to receive title certificates back from the various states where they were previously sent), for any Motor Vehicle now owned by any Debtor and promptly after the acquisition of any Motor Vehicle by any Debtor, the Issuer and each such Debtor shall cause the recordation or notation of the Collateral Agent's security interest on the certificates of title or ownership in respect of each such Motor Vehicle and thereafter, as promptly as is reasonably practicable, deliver satisfactory evidence thereof to the Collateral Agent. (c) Without limiting Section 3.5, each Debtor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such Grantor Debtor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles constituting Collateral now owned or hereafter acquired by such Grantor Debtor to be retitled and the Collateral Agent listed as lienholder thereofthereon, (Bii) filing such applications with such Governmental Authorities, state agencies and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a first priority perfected Lien lien on the motor vehicles Motor Vehicles constituting Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Fullunder Section 6. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (ia) Upon the Collateral Agent’s written request, each Grantor shall maintain all vehicle titles at its chief executive office. (b) Grantor shall promptly, but in any event no later than 10 days after the Secured Party's written request (the date on which the Grantor receives such request being the “Titles Request Date”), deliver to the Collateral Agent Secured Party originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles owned by itit together with appropriate grant forms executed in favor of the Secured Party. (c) Upon the acquisition after the Titles Request Date by Grantor of any Motor Vehicle, Grantor shall deliver to the Secured Party originals of the certificates of title or ownership for such Motor Vehicle, together with the manufacturer's statement of origin, with the Collateral Agent Secured Party listed as lienholder, for the benefit of the Noteholders. (iid) Each Grantor hereby appoints the Collateral Agent Secured Party as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent Secured Party listed as lienholder thereof, (Bii) filing such applications with such Governmental Authoritiesstate agencies, and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Secured Party a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid paid in Fullfull after the termination of the Loan Agreement and the other Loan Documents. (iiie) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivf) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Secured Party shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Secured Party as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Secured Party of a certificate from any Grantor Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any Grantor will receive as sale proceeds Proceeds or insurance proceeds. Any proceeds Proceeds, and any Proceeds of such sale or casualty loss shall be paid to the Collateral Agent Secured Party hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentLender’s written request, each Grantor shall deliver to the Collateral Agent Lender originals of the certificates of title or ownership for each all motor vehicle vehicles with a an individual value in excess of $10,000 50,000, owned by it, it with the Collateral Agent Lender listed as lienholder, for the benefit of the NoteholdersLender. (ii) Each Grantor hereby appoints the Collateral Agent Lender as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent Lender listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Lender a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Lender hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Lender shall execute and deliver to any said Grantor such instruments as such said Grantor shall reasonably request to remove the notation of the Collateral Agent Lender as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Lender of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Lender hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral Agent’s written request, each the Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each The Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such the Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such the Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such the Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the complete conversion of all of the Obligations are Paid Company’s obligations under the Notes to equity securities of the Company and/or indefeasible payment in Fullfull in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations). (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any the Grantor, the Collateral Agent shall execute and deliver to any the Grantor such instruments as such the Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any the Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any the Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (ia) Upon Grantor shall maintain all vehicle titles at its chief executive office. (b) Grantor shall promptly, but in any event no later than 10 days after the Collateral AgentSecured Party’s written requestrequest (the date on which the Grantor receives such request being the “Titles Request Date”), each Grantor shall deliver to the Collateral Agent Secured Party originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 the Motor Vehicles owned by itit together with appropriate grant forms executed in favor of the Secured Party. (c) Upon the acquisition after the Titles Request Date by Grantor of any Motor Vehicle, Grantor shall deliver to the Secured Party originals of the certificates of title or ownership for such Motor Vehicle, together with the manufacturer’s statement of origin, with the Collateral Agent Secured Party listed as lienholder, for the benefit of the Noteholders. (iid) Each Grantor hereby appoints the Collateral Agent Secured Party as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (Ai) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles Motor Vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent Secured Party listed as lienholder thereof, (Bii) filing such applications with such Governmental Authoritiesstate agencies, and (Ciii) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Secured Party may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Secured Party a perfected Lien on the motor vehicles Motor Vehicles and exercising the rights and remedies of the Collateral Agent Secured Party hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid paid in Fullfull after the termination of the Loan Agreement and the other Loan Documents. (iiie) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle Motor Vehicle covered thereby. (ivf) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Secured Party shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Secured Party as lienholder on any certificate of title for any motor vehicleMotor Vehicle; provided, however, provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Secured Party of a certificate from any Grantor Grantor, stating that such motor vehicle the Motor Vehicle, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and ), the amount that any Grantor will receive as sale proceeds Proceeds or insurance proceeds. Any proceeds Proceeds, and any Proceeds of such sale or casualty loss shall be paid to the Collateral Agent Secured Party hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentBuyer’s written request, each Grantor shall deliver to the Collateral Agent Buyer originals of the certificates of title or ownership for each all motor vehicle vehicles with a value in excess of $10,000 50,000, owned by it, Grantor with the Collateral Agent Buyer listed as lienholder, for the benefit of the NoteholdersBuyers. (ii) Each Grantor hereby appoints the Collateral Agent Buyer as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such each Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable motor vehicles now owned or hereafter acquired by such each Grantor to be retitled and the Collateral Agent Buyer listed as lienholder thereof, (B) filing such applications with such Governmental Authoritiesstate agencies, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such each Grantor as the Collateral Agent Buyer may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Buyer a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent Buyer hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent Buyer shall execute and deliver to any Grantor such instruments as such any Grantor shall reasonably request to remove the notation of the Collateral Agent Buyer as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Buyer of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Buyer hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

Motor Vehicles. (i) Upon the Collateral AgentBuyer’s written request, each Grantor shall deliver to the Collateral Agent Buyer originals of the certificates of title or ownership for each all motor vehicle with a value in excess of $10,000 vehicles owned by it, it with the Collateral Agent Buyer listed as lienholder, for the benefit of the NoteholdersBuyer with respect to (A) any such individual motor vehicle having an original purchase price of $50,000 or more or (B) all such motor vehicles, if the aggregate purchase price thereof is $250,000 or more. (ii) Each Grantor hereby appoints the Collateral Agent Buyer as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities state agencies to enable such motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent Buyer listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, state agencies and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent Buyer may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent Buyer a perfected Lien on the such motor vehicles and exercising the rights and remedies of the Collateral Agent Buyer hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid indefeasibly paid in Fullfull in cash and after all Transaction Documents have been terminated. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any such Grantor, the Collateral Agent Buyer shall execute and deliver to any such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent Buyer as lienholder on any certificate of title for any such motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent Buyer of a certificate from any such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent Buyer hereunder immediately upon receipt, to be applied to the Obligations then outstanding.