Common use of Title Documents Clause in Contracts

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the ownership of each Floor Plan Borrower of Floor Plan Vehicles or Units financed by the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s Certificates, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Agent, unless and until an Event Of Default has occurred and is continuing. After the occurrence and during the continuance of an Event Of Default, the Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two (2) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents being maintained by the Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Agent, and the Administrative Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Event Of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices and title documents shall remain in the Administrative Agent’s possession until the Floor Plan Loan advances in connection therewith or such ratable portion thereof in respect of a Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have been paid in full; provided that, upon the occurrence of an Event Of Default and during the continuance thereof, the Administrative Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate the sale of Floor Plan Vehicles or Units.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of each Floor Plan Borrower all of Floor Plan their Motor Vehicles or Units financed by the Floor Plan Loanshereunder, including, without limitation, the applicable Manufacturer’s CertificatesCertificate, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Floor Plan Agent, unless and until an a Floor Plan Event Of of Default has occurred and is continuing. After the occurrence and during the continuance of an a Floor Plan Event Of of Default, the Administrative Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two three (23) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Floor Plan Agent, and the Administrative Floor Plan Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event Of of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices Certificates and title documents shall remain in the Administrative Floor Plan Agent’s possession until the Floor Plan Loan advances Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have Borrower has been paid in full; provided that, upon the occurrence of an a Floor Plan Event Of of Default and during the continuance thereof, the Administrative Floor Plan Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate it pursuant to this Section 2.6 in connection with the sale of Floor Plan Motor Vehicles in accordance with its rights provided for in this Agreement or Unitsthe other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s 's invoices and title documents evidencing the Floor Plan Borrowers' ownership of each Floor Plan Borrower all of Floor Plan Vehicles or Units financed by the Floor Plan Loanstheir Motor Vehicles, including, without limitation, the applicable Manufacturer’s Certificates's Certificate, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Floor Plan Agent, unless and until an Event Of of Default has occurred and is continuing. After , within three (3) Business Days of the occurrence and during request by the continuance of an Event Of DefaultFloor Plan Agent, the Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two (2) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s 's invoices and title documents being maintained by the Borrowers whether at the time of such request andor thereafter, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of to the Floor Plan Borrowers, to the Administrative Agent, Agent and the Administrative Floor Plan Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s 's invoices and title documents so receivedreceived by the Floor Plan Agent after such request. Thereafter, for so long as such Event Of of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices 's Certificates and title documents shall remain in the Administrative Floor Plan Agent’s 's possession until the Floor Plan Loan advances Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Vehicle or Unit sold by Borrower in the Floor Plan Borrowers have ordinary course of business has been paid and performed in full; provided that, upon the occurrence happening of an Event Of of Default and during the continuance thereof, the Administrative Floor Plan Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate it pursuant to this Section 2.6 in connection with the sale of Floor Plan Motor Vehicles in accordance with its rights provided for in this Agreement or Unitsthe other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of each Floor Plan Borrower all of Floor Plan their Motor Vehicles or Units financed by the Floor Plan Loanshereunder, including, without limitation, the applicable Manufacturer’s CertificatesCertificate, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Floor Plan Agent, unless and until an a Floor Plan Event Of of Default has occurred and is continuing. After the occurrence and during the continuance of an a Floor Plan Event Of of Default, the Administrative Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two three (23) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Floor Plan Agent, and the Administrative Floor Plan Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event Of of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices Certificates and title documents shall remain in the Administrative Floor Plan Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan advances Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have Borrower has been paid in full; provided that, upon the occurrence of an a Floor Plan Event Of of Default and during the continuance thereof, the Administrative Floor Plan Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate it pursuant to this Section 2.6 in connection with the sale of Floor Plan Motor Vehicles in accordance with its rights provided for in this Agreement or Unitsthe other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of each Floor Plan Borrower all of Floor Plan their Motor Vehicles or Units financed by the Floor Plan Loanshereunder, including, without limitation, the applicable Manufacturer’s CertificatesCertificate, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Floor Plan Agent, unless and until an a Floor Plan Event Of of Default has occurred and is continuing. After the occurrence and during the continuance of an a Floor Plan Event Of of Default, the Administrative Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two three (23) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Floor Plan Agent, and the Administrative Floor Plan Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event Of of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices Certificates and title documents shall remain in the Administrative Floor Plan Agent’s possession until the Floor Plan Loan advances Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have Borrower has been paid in full; provided that, upon the occurrence of an a Floor Plan Event Of of Default and during the continuance thereof, the Administrative Floor Plan Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate it pursuant to this Section 2.6 in connection with the sale of Floor Plan Motor Vehicles in accordance with its rights provided for in this Agreement or Unitsthe other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s 's invoices and title documents evidencing the Floor Plan Borrowers' ownership of each Floor Plan Borrower all of Floor Plan their Motor Vehicles or Units financed by the Floor Plan Loanshereunder, including, without limitation, the applicable Manufacturer’s Certificates's Certificate, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Floor Plan Agent, unless and until an Event Of of Default has occurred and is continuing. After the occurrence and during the continuance of an Event Of of Default, the Administrative Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two three (23) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s 's invoices and title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s 's invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Floor Plan Agent, and the Administrative Floor Plan Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s 's invoices and title documents so received. Thereafter, for so long as such Event Of of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices 's Certificates and title documents shall remain in the Administrative Floor Plan Agent’s 's possession until the Floor Plan Loan advances Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have Borrower has been paid in full; provided that, upon the occurrence of an Event Of of Default and during the -27- continuance thereof, the Administrative Floor Plan Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate it pursuant to this Section 2.6 in connection with the sale of Floor Plan Motor Vehicles in accordance with its rights provided for in this Agreement or Unitsthe other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the ownership of each Floor Plan Borrower of Floor Plan Vehicles or Units financed by the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s Certificates, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Agent, unless and until an Event Of Default has occurred and is continuing. After the occurrence and during the continuance of an Event Of Default, the Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two (2) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents being maintained by the Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Agent, and the Administrative Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Event Of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices and title documents shall remain in the Administrative Agent’s possession until the Floor Plan Loan advances in connection therewith or such ratable portion thereof in respect of a Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have been paid in full; provided that, upon the occurrence of an Event Of Default and during the continuance thereof, the Administrative Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate the sale of Floor Plan Vehicles or Units.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the ownership of each Floor Plan Borrower of Floor Plan Vehicles or Units financed by the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s Certificates, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Agent, unless and until an Event Of Ofof Default has occurred and is continuing. After the occurrence and during the continuance of an Event Of Ofof Default, the Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two (2) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents being maintained by the Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Agent, and the Administrative Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Event Of Ofof Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices and title documents shall remain in the Administrative Agent’s possession until the Floor Plan Loan advances in connection therewith or such ratable portion thereof in respect of a Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have been paid in full; provided that, upon the occurrence of an Event Of Ofof Default and during the continuance thereof, the Administrative Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate the sale of Floor Plan Vehicles or Units.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents Manufacturer’s Certificates evidencing the ownership of each by a Floor Plan Borrower of Motor Vehicles financed by Floor Plan Vehicles or Units financed by the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s Certificates, Committed Loans shall be maintained in safekeeping by the respective such Floor Plan Borrowers Borrower in a manner and location reasonably acceptable to the Administrative Agent, unless and until an Event Of Default has occurred and is continuing. After the occurrence and during the continuance of an Event Of of Default, the Administrative Agent may request reasonably request, and the Floor Plan Borrowers shall deliver deliver, or cause to be delivered delivered, within two (2) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s invoices corresponding to Motor Vehicles financed under the Floor Plan Facility and vendor’s invoices and title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowersrequest, to the Administrative Agent, and the Administrative Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Event Of of Default shall be continuing, all such original Manufacturer’s Certificates, Certificates and Manufacturer’s and vendor’s invoices and title documents shall remain in the Administrative Agent’s possession until the Floor Plan Loan advances Committed Loans in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by a Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers Borrower have been paid in full; provided that, notwithstanding the foregoing, the Administrative Agent shall return any applicable Manufacturer’s Certificates and Manufacturer’s invoice to the applicable Floor Plan Borrower within two (2) Business Days of the Administrative Agent’s receipt of notice that a corresponding Motor Vehicle is subject to a contract of sale or lease in the ordinary course of business. Notwithstanding the foregoing, upon the occurrence of an Event Of Default and during the continuance thereofof an Event of Default, the Administrative Agent may transfer, as applicable, transfer Manufacturer’s Certificates and title documents delivered to facilitate the sale disposition of Floor Plan Motor Vehicles or Unitsconstituting Collateral under (and in accordance with) the Security Agreement.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of each Floor Plan Borrower all of Floor Plan their Motor Vehicles or Units financed by the Floor Plan Loanshereunder, including, without limitation, the applicable Manufacturer’s CertificatesCertificate, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative Floor Plan Agent, unless and until an a Floor Plan Event Of of Default has occurred and is continuing. After the occurrence and during the continuance of an a Floor Plan Event Of of Default, the Administrative Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two three (23) Business Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowers, to the Administrative Floor Plan Agent, and the Administrative Floor Plan Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event Of of Default shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices Certificates and title documents shall remain in the Administrative Floor Plan Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until - 44 - the Floor Plan Loan advances Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have Borrower has been paid in full; provided that, upon the occurrence of an a Floor Plan Event Of of Default and during the continuance thereof, the Administrative Floor Plan Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate it pursuant to this Section 2.6 in connection with the sale of Floor Plan Motor Vehicles in accordance with its rights provided for in this Agreement or Unitsthe other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s invoices manufacturer's invoices, --------------- certificates of origin and all other title documents evidencing the Borrowers' ownership of each Floor Plan Borrower all of Floor Plan Vehicles or Units financed their Inventory shall be maintained in safekeeping by the Floor Plan LoansBorrowers in a manner reasonably acceptable to Agent, including, without limitation, the applicable Manufacturer’s Certificates, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative AgentBorrowers' current practices, unless and until an Event Of Default has occurred and a request is continuing. After made therefor by Agent upon the occurrence and during of a monetary Event of Default which Borrower has not cured in accordance with the continuance applicable provisions hereof. In such event, within five Business Days of an Event Of Defaultthe request by Agent, the Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two (2) Business Days Agent all original manufacturer's invoices, certificates of such request, origin and all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and other title documents being maintained by the Borrowers in Borrowers' possession, whether at the time of such request and, immediately, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan Borrowersor thereafter, to the Administrative Agent, and the Administrative Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title documents so received. Thereafterreceived by Agent after such request; provided, for so long as such Event Of Default shall be continuinghowever, Borrowers may retain or hold all such original Manufacturer’s Certificatesdocuments relating to Inventory covered by liens expressly excluded from the subordination of an Intercreditor Agreement which is in full force and effect at the time of Agent's request under this Section 1.04. ------------ Thereafter, Manufacturer’s all original manufacturer's invoices, certificates of origin and vendor’s invoices and all other title documents shall remain in the Administrative Agent’s 's possession until the Floor Plan Loan advances Note and the Obligations are paid and performed in connection therewith or such ratable portion thereof in respect of a Floor Plan Vehicle or Unit sold by full, provided that, if the Floor Plan Borrowers original title documents have been paid in fulldelivered to Agent as provided for herein and if no Event of Default has occurred and is then existing, upon the sale of an item of Inventory by a Borrower, Agent shall promptly deliver to the respective Borrower the original title documents pertaining to the item of Inventory which has been sold; provided and further provided, that, upon the occurrence happening of an Event Of of Default and during the continuance thereof, the Administrative Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to facilitate the it pursuant to this Section 3.14 in connection with its ------------ sale of Floor Plan Vehicles or UnitsInventory which constitute Collateral in accordance with its rights provided for in this Agreement.