Common use of Rolling Stock Clause in Contracts

Rolling Stock. (a) Each U.S. Borrower shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. Borrower’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange System. (e) The U.S. Borrowers shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Borrower Credit Party shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. BorrowerCredit Party’s cost therefor. With respect to each Railcar, U.S. Borrowers Credit Parties shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers Credit Parties shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International XPO Intermodal and its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower Credit Party of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower Credit Party will keep the Rolling Stock Collateral of such Borrower Credit Party only at the locations reasonably acceptable to Agent (except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange System). (e) The U.S. Borrowers Credit Parties shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a U.S. Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/-leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Borrower Credit Party shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. BorrowerCredit Party’s cost therefor. With respect to each Railcar, U.S. Borrowers Credit Parties shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers Credit Parties shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices any office or facility of Pacer International and Parent Borrower or any of its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower Credit Party of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower Credit Party will keep the Rolling Stock Collateral of such Borrower Credit Party only at the locations reasonably acceptable to Agent (except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, ; (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange System). (e) The U.S. Borrowers shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Borrower Credit Party shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. BorrowerCredit Party’s cost therefor. With respect to each Railcar, U.S. Borrowers Credit Parties shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers Credit Parties shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and XPO Intermodal andany office or facility of Parent Borrower or any of its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower Credit Party of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower Credit Party will keep the Rolling Stock Collateral of such Borrower Credit Party only at the locations reasonably acceptable to Agent (except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, ,; (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange System). (e) The U.S. Borrowers Credit Parties shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a U.S. Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/-leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Within 90 days following the Effective Date, the Borrower shall at deliver to the Collateral Agent all times maintain records with respect appropriate documentation and evidence reasonably required by the Collateral Agent necessary to determine that arrangements have been made for the Collateral Agent, for the benefit of Secured Parties, to have an Acceptable Security Interest in Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing representing at least 85% of the amount of the initial Net Orderly Liquidation Value of the Borrower’s Rolling Stock Collateral and such U.S. Borrower’s cost thereforas set forth in the appraisal to be delivered pursuant to Section 5.2.4. With respect to each Railcar, U.S. Borrowers Such arrangements shall maintain include (i) the documents Borrower’s execution and other written information originally furnished by delivery of such agreements as the manufacturer and/or seller thereofVehicle Title Service Company may reasonably require, (ii) the documents or other data maintained (or required Borrower’s delivery to be maintained) the Vehicle Title Service Company of the certificates of title covering Rolling Stock that, when combined with Rolling Stock as to which perfection of the Collateral Agent’s has been accomplished through the filing of financing statements pursuant to the terms UCC, represents at least 85% of the lease thereof Net Orderly Liquidation Value of the Borrower’s Rolling Stock and notation of the Collateral Agent’s Lien on each certificate of title so delivered, and (iii) the documents or other data maintained (or required Borrower’s payment of the normal set-up and services charges of the Vehicle Title Service Company and the filing fees payable in connection with the notation of the Collateral Agent’s Lien on each certificate of title so delivered. Thereafter, so long as no Default has occurred and is continuing, the Borrower shall cause the Collateral Agent, for the benefit of Secured Parties, at all times to be maintained) pursuant to the terms of applicable laws. (b) Prior to the date that any have an Acceptable Security Interest in Rolling Stock representing at least 85% of the amount of the current Net Orderly Liquidation Value of the Borrower’s Rolling Stock. Upon the request of the Collateral is included in Agent following the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates occurrence of titleany Default, the U.S. Borrowers shall have submitted applications to Borrower will cooperate with the relevant state agencies for lien notations Vehicle Title Service Company in Agent’s name with respect to such causing the certificates of title of such on all Rolling Stock to be promptly delivered to the Vehicle Title Service Company and in causing the Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been be noted on the each certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange System. (e) The U.S. Borrowers shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (ai) Each U.S. Borrower shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. Borrower’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (bii) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (ciii) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (div) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange System. (ev) The U.S. Borrowers shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (fvi) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Borrower shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. Borrower’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents keep its Rolling Stock in good repair and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable lawsphysical condition. (b) Prior to At any time (i) the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to value of the Rolling Stock Collateral subject to certificates shall equal or exceed $3,000,000 in the aggregate or (ii) required by the AECOM Loan Documents and at any time upon the request of titlethe Agent, the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent or the Required Lenders may otherwise agree; provided further that the Borrower Representative shall deliver prompt written notice (in any event, within 2 Business Days of the Credit Parties having knowledge of such occurrence) to the Agent and Lenders of the value of the Rolling Stock equaling or exceeding $3,000,000 in the aggregate (which such Credit Parties will investigate and confirm no less frequently than once per fiscal quarter). (c) Unless and until Agent may direct otherwise, the following items of relating to Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location locations that is are reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock CollateralStock; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock CollateralStock. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s written request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (Agent, except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use,” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed the locations set forth in the Interchange System. (eSchedule 9.2(b) The U.S. and such other locations of which Borrowers shall not allow notify Agent in writing from time to time; provided that, in accordance with Section 4.11(d) and the name definition of any Person (other than the name “BRANEligible Rolling Stock”) to be placed on any Railcar , Agent has received a landlord, warehouseman, bailee or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof mortgagee letter acceptable in form and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver substance to Agent in respect of each “material leased location” denoted as such on Schedule 9.2(b) or Agent has taken a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such RailcarRent Reserve in lieu thereof.

Rolling Stock. (a) Each U.S. Borrower shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. Borrower’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior On or prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to certificates of title, if applicable, of the Rolling Stock Collateral subject to certificates of titleCollateral, the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and deliveredwill deliver, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location that is locations reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (except for, in each case: (i) Rolling Stock out for repair; repair (ii) Rolling Stock in transit between locations, locations and (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange Systemuse. (e) The U.S. Borrowers shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Borrower shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to AgentAgent and the Required Lenders, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. Borrower’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents keep its Rolling Stock in good repair and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable lawsphysical condition. (b) Prior to At any time (i) the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to value of the Rolling Stock Collateral subject to certificates shall equal or exceed $3,000,000 in the aggregate or (ii) required by the First Lien Credit Facility and at any time upon the request of titlethe Agent or the Required Lenders, the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent or the Required Lenders may otherwise agree; provided further that the Borrower Representative shall deliver prompt written notice (in any event, within 2 Business Days of the Credit Parties having knowledge of such occurrence) to the Agent and Lenders of the value of the Rolling Stock equaling or exceeding $3,000,000 in the aggregate (which such Credit Parties will investigate and confirm no less frequently than once per fiscal quarter). (c) Unless and until Agent or the Required Lenders may direct otherwise, the following items of relating to Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location locations that is are reasonably acceptable to AgentAgent and the Required Lenders: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock CollateralStock; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock CollateralStock. In addition, and not in limitation of the rights of Agent and the Lenders hereunder, promptly upon Agent’s or any Lxxxxx’s written request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent or any Lender may specify. (d) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (and the Required Lenders, except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use,” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed the locations set forth in the Interchange System. (eSchedule 9.2(b) The U.S. and such other locations of which Borrowers shall not allow the name of any Person (other than the name “BRAN”) notify Agent and Lenders in writing from time to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheldtime. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Borrower Except with respect to Excluded Rolling Stock, each Loan Party shall at all times maintain records with respect to the Rolling Stock of the Loan Parties that is Collateral reasonably satisfactory to Agentthe Lead Lender (or if no Lead Lender, the Required Lenders), keeping correct, detailed and accurate records describing such Rolling Stock, the Rolling Stock Collateral quality and repair records with respect thereto, and such U.S. BorrowerLoan Party’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior to (x) As soon as available, and in no event later than 60 days (or such later time period as the date that any Rolling Stock Collateral is included Lead Lender (or if no Lead Lender, the Required Lenders) shall agree in their discretion) after the U.S. Borrowing BaseClosing Date, with respect to the all Rolling Stock of the Loan Parties that is Collateral subject to certificates of title, on the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name Closing Date (other than Excluded Rolling Stock) and (y) with respect to such certificates of title of such Rolling Stock Collateral and deliveredacquired after the Closing Date, promptly no later than ten (10) Business Days after its receipt any Loan Party acquires any such additional Rolling Stock that is Collateral, the Borrower shall deliver to the Administrative Agent or a third party title processor designated by the Administrative Agent or the Lead Lender (or, if no Lead Lender, the Required Lenders) (a “Title Processor”): (i) copies of certificates of title noting for such Rolling Stock with lien notations in the Administrative Agent’s interestname evidencing a first priority Lien in favor of the Administrative Agent in such Rolling Stock (or equivalent Lien perfection documentation under the laws of Canada or Mexico, if applicable), or (ii) to the extent that such Lien does not already appear on any certificate of title for such Rolling Stock, evidence that the Borrower has submitted correct and complete Lien Vehicle Documentation, duly authorized, executed and delivered by the applicable Loan Party, to effect the notation of the Administrative Agent’s Lien on the original certificate of title for such Rolling Stock (or equivalent Lien perfection documentation under the laws of Canada or Mexico, if applicable) and evidence of receipt of such applications by the appropriate Department of Motor Vehicles or other Governmental Authority acknowledging receipt of such applications, with a certification from the Borrower that, to its knowledge, such applications comply with the requirements of such Governmental Authority. The Borrower shall cooperate with the Administrative Agent and any Title Processor, and promptly take such actions as are reasonably required by the Administrative Agent, Lead Lender (or, if no Lead Lender, the Required Lenders) or such Title Processor for the purpose of perfecting the Liens of the Administrative Agent in all such Vehicles. For the avoidance of doubt, the Loan Parties shall be responsible for paying or reimbursing the Administrative Agent, as applicable, for all fees, costs and other expenses incurred in connection with perfecting the Liens of the Administrative Agent on such Vehicles. (c) Subject to Section 5.15(b), the Borrower shall deliver or cause to be delivered to a Title Processor the original certificates of title for all Rolling Stock of the Loan Parties that is Collateral (other than Excluded Rolling Stock), and such Title Processor shall thereafter hold all such certificates of title to Agent, unless as the bailee of the Administrative Agent consents that a third-party administrator on terms and conditions reasonably acceptable to the Administrative Agent may retain and the Required Lenders (including arrangements to release such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under and the applicable state law, then in addition, Agent shall have received evidence that Administrative Agent’s Lien recorded thereon in connection with respect to any permitted sale or Disposition of such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specifyStock). (d) Each U.S. Borrower Loan Party will keep the Rolling Stock Collateral of such Borrower Loan Party that is Collateral only at within the locations reasonably acceptable to Agent (except forUnited States, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of serviceCanada, and other customary trucking or rail use and (iv) Railcars placed in the Interchange SystemMexico. (e) The U.S. Borrowers With respect to all Rolling Stock and also including serial number goods, serial numbered goods, motor vehicles and road vehicles (in each case, within the meaning of the PPSA) at any time (i) owned by any Canadian Loan Party or (ii) located or operated in Canada prior to or as at the Closing Date (in this Section 5.15(e), a “Canadian Motor Vehicle”), the Borrower shall (a) have provided to the Administrative Agent the vehicle identification number for such Canadian Motor Vehicles and all other information required to list Canadian Motor Vehicles in PPSA financing statements including make, model and year of such Canadian Motor Vehicles (collectively, the “Required Canadian Motor Vehicle Info”) and (b) financing statements or financing change statements satisfactory to the Administrative Agent listing the Required Canadian Motor Vehicle Info for all such Canadian Motor Vehicles shall have been registered under the PPSA in all applicable provinces and/or territories as determined by the Administrative Agent in its discretion. With respect to all Canadian Motor Vehicles acquired by a Loan Party after the Closing Date, the Borrower shall promptly or shall cause the applicable Loan Party to promptly, and in any event within 10 days following the date of acquisition of any additional Canadian Motor Vehicle(s), (a) provide written notice to the Administrative Agent of such acquisition of such Canadian Motor Vehicle and all Required Canadian Motor Vehicle Info for each such Canadian Motor Vehicle and (b) file or caused to be filed such financing statements or financing change statements under each applicable PPSA to include the Required Canadian Motor Vehicle Info for each such Canadian Motor Vehicle (for certainty, the Borrower shall deliver or cause to be delivered to the Administrative Agent by the applicable Loan Party a draft of any such financing statements or financing change statements prior to the registration of any such financing statements or financing change statements and the Borrower shall not allow the name of complete any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership such filings without the prior written consent of the Agent, which consent shall not be unreasonably withheld. Administrative Agent (f) In acting at the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination direction of the related leaseLead Lender (and if no Lead Lender, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such RailcarRequired Lenders)).

Rolling Stock. (a) Each U.S. Borrower Loan Party shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral Collateral, the quality and repair records with respect thereto, and such U.S. BorrowerLoan Party’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior On or prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Baseconstitutes Collateral, with respect to certificates of title of all of the Rolling Stock Collateral subject to certificates of titleCollateral, the U.S. Borrowers Loan Parties shall have submitted applications to the relevant state agencies for lien notations in the Agent’s name with respect to such certificates of title of Rolling Stock Collateral and deliver to the Agent evidence that either the Loan Parties or the Rolling Stock Collateral Custodian has submitted correct and complete applications, duly authorized, executed and delivered by the applicable Borrower, to effect the notation of Agent’s Lien on the original certificate of title for such Rolling Stock Collateral and delivered, promptly after its the Loan Parties or the Rolling Stock Collateral Custodian shall have obtained evidence of receipt of certificates such applications by the appropriate Department of title noting Agent’s interest, all Motor Vehicles or other Governmental Authority acknowledging receipt of such certificates application and there is no indication that such application fails to comply in any manner with the requirements of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of AgentGovernmental Authority; provided that, in those states States where submitting an application to have a Lien noted on a certificate Certificate of title Title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state State law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless So long as the list thereof is provided to Agent in advance, Borrowers may retain control of certificates of title covering Rolling Stock Collateral expected to be disposed of during the period that is six months after the date on which the Borrowing Base shall include the asset class described in clause (b) of the definition of the term Borrowing Base (“For Sale Rolling Stock”). (d) After the date any Rolling Stock constitutes Collateral, unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location that is reasonably acceptable to Agentlocations set forth in the Rolling Stock Custodian Agreements: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower Loan Party of any of the Rolling Stock Collateral; and (ii) any certificates Certificates of title Title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunderhereunder or under the Rolling Stock Custodian Agreements, promptly upon Agent’s request, Agent may require delivery that Rolling Stock Collateral Custodian deliver any or all of such items subject to the terms of the documents identified in the prior sentence Rolling Stock Custodian Agreements to it Agent or to such third party as Agent may specify. (de) Each U.S. Borrower After the date any Rolling Stock constitutes Collateral, each Loan Party will (i) keep the Rolling Stock Collateral of such Borrower Loan Party only at the locations reasonably acceptable to Agent identified on Schedule 4.23 (except for, in each case: (i) Rolling Stock out for repair; repair and (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in use; provided that the Interchange System. (e) The U.S. Borrowers shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis Loan Parties may amend Schedule 4.23 so long as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver amendment occurs by written notice to Agent a physical inspection report of an independent inspector, not less than ten (10) days prior to the date on which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect such Rolling Stock Collateral is moved to such Railcarnew location.

Rolling Stock. (a) Each U.S. Borrower Credit Party shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. BorrowerCredit Party’s cost therefor. With respect to each Railcar, U.S. Borrowers Credit Parties shall maintain (i) the documents and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable laws. (b) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers Credit Parties shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices any office or facility of Pacer International and Parent Borrower or any of its Subsidiaries or such other location that is reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower Credit Party of any of the Rolling Stock Collateral; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock Collateral. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower Credit Party will keep the Rolling Stock Collateral of such Borrower Credit Party only at the locations reasonably acceptable to Agent (except for, in each case: : (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, ; (iii) Rolling Stock Collateral in “over the road use” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed in the Interchange System). (e) The U.S. Borrowers Credit Parties shall not allow the name of any Person (other than the name “BRAN”) to be placed on any Railcar or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a U.S. Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof and other than from a lessor of such Railcar under a sale/-leaseback with such Credit Party upon the termination of the related lease, deliver to Agent a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such Railcar.

Rolling Stock. (a) Each U.S. Borrower shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. Borrower’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents keep its Rolling Stock in good repair and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable lawsphysical condition. (b) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien Xxxx noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of relating to Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location locations that is are reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock CollateralStock; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock CollateralStock. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s written request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (Agent, except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use,” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed the locations set forth in the Interchange System. (eSchedule 9.2(b) The U.S. and such other locations of which Borrowers shall not allow notify Agent in writing from time to time; provided that, in accordance with Section 4.11(d) and the name definition of any Person (other than the name “BRANEligible Rolling Stock”) to be placed on any Railcar , Agent has received a landlord, warehouseman, bailee or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof mortgagee letter acceptable in form and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver substance to Agent in respect of each “material leased location” denoted as such on Schedule 9.2(b) or Agent has taken a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such RailcarRent Reserve in lieu thereof.

Rolling Stock. (a) Each U.S. Borrower shall at all times maintain records with respect to Rolling Stock Collateral reasonably satisfactory to Agent, keeping correct, detailed and accurate records describing the Rolling Stock Collateral and such U.S. Borrower’s cost therefor. With respect to each Railcar, U.S. Borrowers shall maintain (i) the documents keep its Rolling Stock in good repair and other written information originally furnished by the manufacturer and/or seller thereof, (ii) the documents or other data maintained (or required to be maintained) pursuant to the terms of the lease thereof and (iii) the documents or other data maintained (or required to be maintained) pursuant to the terms of applicable lawsphysical condition. (b) Prior to the date that any Rolling Stock Collateral is included in the U.S. Borrowing Base, with respect to the Rolling Stock Collateral subject to certificates of title, the U.S. Borrowers shall have submitted applications to the relevant state agencies for lien notations in Agent’s name with respect to such certificates of title of such Rolling Stock Collateral and delivered, promptly after its receipt of certificates of title noting Agent’s interest, all such certificates of title to Agent, unless Agent consents that a third-party administrator acceptable to Agent may retain such certificates of title after having entered into a required custody agreement in favor of Agent; provided that, in those states where submitting an application to have a Lien noted on a certificate of title for any Rolling Stock Collateral is not sufficient to perfect such Lien under the applicable state law, then in addition, Agent shall have received evidence that Agent’s Lien with respect to such Rolling Stock Collateral has been noted on the certificate of title, except as Agent may otherwise agree. (c) Unless and until Agent may direct otherwise, the following items of relating to Rolling Stock Collateral shall be located only at the Fort Worth, Texas, Jacksonville, Florida and Dublin, Ohio offices of Pacer International and its Subsidiaries or such other location locations that is are reasonably acceptable to Agent: (i) any manufacturers’ statements of origin or manufacturers’ certificates of origin and other certificates, statements, bills of sale or other evidence of the transfer to or ownership of any U.S. Borrower of any of the Rolling Stock CollateralStock; and (ii) any certificates of title at any time issued under the laws of any State or other jurisdiction with respect to any of the Rolling Stock CollateralStock. In addition, and not in limitation of the rights of Agent hereunder, promptly upon Agent’s written request, Agent may require delivery of the documents identified in the prior sentence to it or to such third party as Agent may specify. (d) Each U.S. Borrower will keep the Rolling Stock Collateral of such Borrower only at the locations reasonably acceptable to Agent (Agent, except for, in each case: (i) Rolling Stock out for repair; (ii) Rolling Stock in transit between locations, (iii) Rolling Stock Collateral in “over the road use,” or “over the rail use” retained for the purpose of loading or unloading, fueling, driver scheduling and compliance with hours of service, and other customary trucking or rail use and (iv) Railcars placed the locations set forth in the Interchange System. (eSchedule 9.2(b) The U.S. and such other locations of which Borrowers shall not allow notify Agent in writing from time to time; provided that, in accordance with Section 4.11(d) and the name definition of any Person (other than the name “BRANEligible Rolling Stock”) to be placed on any Railcar , Agent has received a landlord, warehouseman, bailee or Chassis as a designation that might be interpreted as a claim of ownership without the consent of the Agent, which consent shall not be unreasonably withheld. (f) In the event a Credit Party acquires a Railcar from a seller other than the relevant manufacturer thereof mortgagee letter acceptable in form and other than from a lessor of such Railcar under a sale/leaseback with such Credit Party upon the termination of the related lease, deliver substance to Agent in respect of each “material leased location” denoted as such on Schedule 9.2(b) or Agent has taken a physical inspection report of an independent inspector, which report shall set forth, among other things, any material unrepaired damage or maintenance deficiencies and the total number of hours and miles with respect to such RailcarRent Reserve in lieu thereof.