Common use of Titled Equipment Clause in Contracts

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

Titled Equipment. (i) Upon Each Grantor shall complete, on or prior to the Collateral date that is sixty (60) days following the Closing Date (or such later date as the Agent agrees in its sole discretion), all actions necessary in order to perfect the security interest of the Agent’s written request, on behalf of the Secured Parties, in any Titled Equipment owned by a Grantor on the Closing Date, including (A) cause to be delivered to the applicable Governmental Authority a duly completed application, pay any applicable fees and take any other actions necessary in order to cause the certificate of title for such Titled Equipment at all times to be registered with the applicable Governmental Authority showing “Wxxxx Fargo Bank, National Association, as Agent” as second lienholder thereon in the manner prescribed in the applicable jurisdiction (and Wxxxx Fargo Bank, National Association, as Agent, in such capacity shall be the only second lienholder so registered), (B) if necessary to perfect in any jurisdiction, cause the Lien of Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (C) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (A) and (B), and (D) subject to the Intercreditor Agreement, deliver the certificates of title for such Titled Equipment to Agent. Promptly following the receipt by any Grantor of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in any Titled Equipment (and in any event within five (5) Business Days thereof), such Grantor shall deliver such notification to Agent; provided, that no Grantor shall be required to take the actions described in this clause (n) in respect of Titled Equipment to the extent the fair market value of such Titled Equipment for which any such actions are not taken is less than $150,000; (ii) With respect to all Titled Equipment from time to time after the Closing Date acquired by any Grantor, each Grantor shall (A) if the event giving rise to the obligation under this clause (ii) occurs during the first three Fiscal Quarters of any Fiscal Year, on or before the date on which financial statements are required to be delivered pursuant to Section 5.1(a) of the Credit Agreement for the Fiscal Quarter in which the acquisition occurred (provided that if such date is less than sixty (60) days after the relevant acquisition occurred, then the date in this clause (A) shall be deemed to be the date that is sixty (60) days after the relevant acquisition occurred), or (B) if the event giving rise to the obligation under this clause (ii) occurs during the fourth Fiscal Quarter of any Fiscal Year, on or before the date that is sixty (60) days after the end of such Fiscal Quarter (or, in the cases of clauses (A) and (B), such longer period as the Agent may reasonably agree), deliver to the Collateral Agent originals a supplement to Schedule 12 attached hereto, and the relevant Grantor shall, take all actions required by clause (i) above in order to perfect the security interest of the certificates of title or ownership for each equipment with a value in excess of $10,000 owned by it (“Titled Equipment”), with the Collateral Agent listed as lienholderAgent, for the ratable benefit of the Collateral Agent and the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable Secured Parties, in newly acquired Titled Equipment now owned or hereafter acquired by set forth on such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the Titled Equipment and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full.revised Schedule 12; (iii) Any certificates Each Grantor agrees to execute all documentation reasonably required to cause the registrations and filings with the applicable Governmental Authority referred to in clause (i) above to be accomplished within the periods specified in this clause (n). Each Grantor hereby grants to Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document or instrument, and to make such filings, recordings and registrations, as may be required by the relevant Governmental Authority in order to effect an absolute assignment of all right, title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each and interest in any Titled Equipment covered thereby.Equipment; (iv) So long as no Event Each Grantor will keep Titled Equipment with a fair market value of Default shall have occurred and be continuing$150,000 or greater (other than (A) Titled Equipment sold in the ordinary course of business in accordance with the Credit Agreement or (B) Titled Equipment out for repair or refurbishment or out on assignment) within the states specified in Schedule 4.25 to the Credit Agreement or, upon not less than five (5) days’ prior written notice (or such shorter period as the request of any Grantor, Agent may agree in its sole discretion) to the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation indicating each new location of the Collateral Agent as lienholder on any certificate of title for any Titled Equipment, at such locations in the continental United States as the Grantors may elect; provided, however, that within sixty (60) days of the relocation of any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such Titled Equipment is to be sold (or has suffered a casualty loss such later date as the Agent may agree in its sole discretion) the applicable Grantor shall take all actions required by clause (with title thereto i) above in such case passing new jurisdiction necessary to maintain or create the casualty insurance company therefor in settlement perfection and priority of the claim for security interest of the Secured Parties in such lossTitled Equipment (subject only to Permitted Liens); and (v) and the amount that any Each Grantor will receive as sale proceeds maintain and preserve, all of its Titled Equipment which is necessary or insurance proceeds. Any proceeds useful in the proper conduct of such sale or its business in good working order and condition, ordinary wear and tear and casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.excepted;

Titled Equipment. (a) each Grantor shall complete, on or prior to the date that is 60 days following the Closing Date (or such later date as the Agent agrees in its sole discretion), all actions necessary in order to perfect the security interest of the Secured Parties in any Titled Equipment owned by a Grantor on the Closing Date, including (i) Upon the Collateral Agent’s written request, each Grantor shall deliver cause to be delivered to the Collateral applicable Governmental Authority a duly completed application, pay any applicable fees and take any other actions necessary in order to cause the certificate of title for such Titled Equipment at all times to be registered with the applicable Governmental Authority showing “Credit Suisse AG, Cayman Islands Branch, as Agent” as first lienholder thereon in the manner prescribed in the applicable jurisdiction (and Credit Suisse AG, Cayman Islands Branch in such capacity shall be the only first lienholder so registered), (ii) if necessary to perfect in any jurisdiction, cause the Lien of Agent originals to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (iii) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (i) and (ii), and (iv) deliver the certificates of title or ownership for each equipment with a value such Titled Equipment to Agent. Promptly following the receipt by any Grantor of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in excess of $10,000 owned by it any Titled Equipment (“Titled Equipment”and in any event within five (5) Business Days thereof), with such Grantor shall deliver such notification to Agent; provided, that no Grantor shall be required to take the Collateral Agent listed as lienholder, actions described in this Section 4.07 in respect of Titled Equipment to the extent the fair market value of such Titled Equipment for the ratable benefit of the Collateral Agent and the Noteholderswhich any such actions are not taken is less than $150,000. (iib) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities With respect to enable all Titled Equipment now owned or hereafter from time to time after the Closing Date acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the Titled Equipment and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each Titled Equipment covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Borrower shall, (x) if the event giving rise to the obligation under this Section 4.07(b) occurs during the first three Fiscal Quarters of any Fiscal Year, on or before the date on which financial statements are required to be delivered pursuant to Section 5.01(a) of the Credit Agreement for the Fiscal Quarter in which the acquisition occurred (provided that if such date is less than 60 days after the relevant formation, acquisition, designation or cessation occurred, then the date in this clause (x) shall be deemed to be the date that is 60 days after the relevant acquisition occurred), or (y) if the event giving rise to the obligation under this Section 4.07(b) occurs during the fourth Fiscal Quarter of any Fiscal Year, on or before the date that is 60 days after the end of such Fiscal Quarter (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent shall execute and may reasonably agree), deliver to any the Agent a Perfection Certificate Supplement with an updated Schedule 8 to the Cumulative Perfection Certificate, and the relevant Grantor such instruments as such Grantor shall reasonably request shall, take all actions required by Section 4.07(a) above in order to remove perfect the notation security interest of the Collateral Secured Parties in newly acquired Titled Equipment set forth on such revised Schedule 8 to the Cumulative Perfection Certificate. (c) Each Grantor agrees to execute all documentation reasonably required to cause the registrations and filings with the applicable Governmental Authority referred to in paragraph (a) of this Section 4.07 above to be accomplished within the periods specified in this Section 4.07. Each Grantor hereby grants to Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document or instrument, and to make such filings, recordings and registrations, as lienholder on any certificate may be required by the relevant Governmental Authority in order to effect an absolute assignment of all right, title for and interest in any Titled Equipment. (d) Each Grantor will keep Titled Equipment with a fair market value of $150,000 or greater (other than (i) Titled Equipment sold in the ordinary course of business in accordance with the Term Loan Agreement or (ii) Titled Equipment out for repair or refurbishment or out on assignment) within the states specified in Schedule 8 to the Cumulative Perfection Certificate or, upon not less than five (5) days’ prior written notice (or such shorter period as the Agent may agree) to the Agent indicating each new location of the Titled Equipment, at such locations in the continental United States as the Grantors may elect, accompanied by a new Schedule 8 to the Cumulative Perfection Certificate; provided, however, that within 60 days of the relocation of any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such Titled Equipment is to be sold (or has suffered a casualty loss (with title thereto such later date as the Agent agrees in its sole discretion) the applicable Grantor shall take all actions required by Section 4.07(a) above in such case passing new jurisdiction necessary to maintain or create the casualty insurance company therefor in settlement perfection and priority of the claim for security interest of the Secured Parties in such lossTitled Equipment (subject only to Permitted Liens). (e) and the amount that any Each Grantor will receive as sale proceeds maintain and preserve, all of its Titled Equipment which is necessary or insurance proceeds. Any proceeds useful in the proper conduct of such sale or its business in good working order and condition, ordinary wear and tear and casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstandingexcepted.

Titled Equipment. (i) Upon Each Grantor shall complete, on or prior to the Collateral date that is sixty (60) days following the Closing Date (or such later date as the Agent agrees in its sole discretion), all actions necessary in order to perfect the security interest of the Agent’s written request, on behalf of the Secured Parties, in any Titled Equipment owned by a Grantor on the Closing Date, including (A) cause to be delivered to the applicable Governmental Authority a duly completed application, pay any applicable fees and take any other actions necessary in order to cause the certificate of title for such Titled Equipment at all times to be registered with the applicable Governmental Authority showing “Xxxxx Fargo Bank, National Association, as Agent” as second lienholder thereon in the manner prescribed in the applicable jurisdiction (and Xxxxx Fargo Bank, National Association, as Agent, in such capacity shall be the only second lienholder so registered), (B) if necessary to perfect in any jurisdiction, cause the Lien of Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (C) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (A) and (B), and (D) subject to the Intercreditor Agreement, deliver the certificates of title for such Titled Equipment to Agent. Promptly following the receipt by any Grantor of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in any Titled Equipment (and in any event within five (5) Business Days thereof), such Grantor shall deliver such notification to Agent; provided, that no Grantor shall be required to take the actions described in this clause (n) in respect of Titled Equipment to the extent the fair market value of such Titled Equipment for which any such actions are not taken is less than $150,000; (ii) With respect to all Titled Equipment from time to time after the Closing Date acquired by any Grantor, each Grantor shall (A) if the event giving rise to the obligation under this clause (ii) occurs during the first three Fiscal Quarters of any Fiscal Year, on or before the date on which financial statements are required to be delivered pursuant to Section 5.1(a) of the Credit Agreement for the Fiscal Quarter in which the acquisition occurred (provided that if such date is less than sixty (60) days after the relevant acquisition occurred, then the date in this clause (A) shall be deemed to be the date that is sixty (60) days after the relevant acquisition occurred), or (B) if the event giving rise to the obligation under this clause (ii) occurs during the fourth Fiscal Quarter of any Fiscal Year, on or before the date that is sixty (60) days after the end of such Fiscal Quarter (or, in the cases of clauses (A) and (B), such longer period as the Agent may reasonably agree), deliver to the Collateral Agent originals a supplement to Schedule 12 attached hereto, and the relevant Grantor shall, take all actions required by clause (i) above in order to perfect the security interest of the certificates of title or ownership for each equipment with a value in excess of $10,000 owned by it (“Titled Equipment”), with the Collateral Agent listed as lienholderAgent, for the ratable benefit of the Collateral Agent and the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable Secured Parties, in newly acquired Titled Equipment now owned or hereafter acquired by set forth on such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the Titled Equipment and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full.revised Schedule 12; (iii) Any certificates Each Grantor agrees to execute all documentation reasonably required to cause the registrations and filings with the applicable Governmental Authority referred to in clause (i) above to be accomplished within the periods specified in this clause (n). Each Grantor hereby grants to Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document or instrument, and to make such filings, recordings and registrations, as may be required by the relevant Governmental Authority in order to effect an absolute assignment of all right, title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each and interest in any Titled Equipment covered thereby.Equipment; (iv) So long as no Event Each Grantor will keep Titled Equipment with a fair market value of Default shall have occurred and be continuing$150,000 or greater (other than (A) Titled Equipment sold in the ordinary course of business in accordance with the Credit Agreement or (B) Titled Equipment out for repair or refurbishment or out on assignment) within the states specified in Schedule 4.25 to the Credit Agreement or, upon not less than five (5) days’ prior written notice (or such shorter period as the request of any Grantor, Agent may agree in its sole discretion) to the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation indicating each new location of the Collateral Agent as lienholder on any certificate of title for any Titled Equipment, at such locations in the continental United States as the Grantors may elect; provided, however, that within sixty (60) days of the relocation of any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such Titled Equipment is to be sold (or has suffered a casualty loss such later date as the Agent may agree in its sole discretion) the applicable Grantor shall take all actions required by clause (with title thereto i) above in such case passing new jurisdiction necessary to maintain or create the casualty insurance company therefor in settlement perfection and priority of the claim for security interest of the Secured Parties in such lossTitled Equipment (subject only to Permitted Liens); and (v) and the amount that any Each Grantor will receive as sale proceeds maintain and preserve, all of its Titled Equipment which is necessary or insurance proceeds. Any proceeds useful in the proper conduct of such sale or its business in good working order and condition, ordinary wear and tear and casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.excepted;