Common use of Title Documents Clause in Contracts

Title Documents. All original Manufacturer’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of all of their Motor Vehicles financed hereunder, including, without limitation, the Manufacturer’s Certificate, shall be maintained in safekeeping by the Floor Plan Borrowers in a manner acceptable to the Floor Plan Agent, unless and until a Floor Plan Event of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan Event of Default, the Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three (3) Business Days of such request, all such original Manufacturer’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 invoices and title documents that later come into the possession of the Floor Plan Borrowers, to the Floor Plan Agent, and the Floor Plan Agent shall retain or hold all such original Manufacturer’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event of Default shall be continuing, all such original Manufacturer’s Certificates and title documents shall remain in the Floor Plan Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Borrower has been paid in full; provided that, upon the occurrence of a Floor Plan Event of Default and during the continuance thereof, the Floor Plan Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 2.6 in connection with the sale of Motor Vehicles in accordance with its rights provided for in this Agreement or the other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the ownership of each Floor Plan Borrowers’ ownership Borrower of all of their Motor Floor Plan Vehicles or Units financed hereunderby the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s CertificateCertificates, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Floor Plan Administrative Agent, unless and until a Floor Plan an Event of Of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan an Event of Of Default, the Floor Plan Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three two (32) 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 Floor Plan Administrative Agent, and the Floor Plan 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 Floor Plan Event of Of Default shall be continuing, all such original Manufacturer’s Certificates Certificates, Manufacturer’s and vendor’s invoices and title documents shall remain in the Floor Plan Administrative Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing advances in connection therewith or such ratable portion thereof in respect of a Motor Floor Plan Vehicle or Unit sold by any the Floor Plan Borrower has Borrowers have been paid in full; provided that, upon the occurrence of a Floor Plan an Event of Of Default and during the continuance thereof, the Floor Plan Administrative Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to it pursuant to this Section 2.6 in connection with facilitate the sale of Motor Floor Plan Vehicles in accordance with its rights provided for in this Agreement or the other Loan DocumentsUnits.

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

Title Documents. All original Manufacturer’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of all of their Motor Vehicles financed hereunder, including, without limitation, the Manufacturer’s Certificate, shall be maintained in safekeeping by the Floor Plan Borrowers in a manner acceptable to the Floor Plan Agent, unless and until a Floor Plan Event of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan Event of Default, the Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three (3) Business Days of such request, all such original Manufacturer’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 invoices and title documents that later come into the possession of the Floor Plan Borrowers, to the Floor Plan Agent, and the Floor Plan Agent shall retain or hold all such original Manufacturer’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event of Default shall be continuing, all such original Manufacturer’s Certificates and title documents shall remain in the Floor Plan Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Borrower has been paid in full; provided that, upon the occurrence of a Floor Plan Event of Default and during the continuance thereof, the Floor Plan Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 2.6 in connection with the sale of Motor Vehicles in accordance with its rights provided for in this Agreement or the other Loan Documents.

Title Documents. All original Manufacturer’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of all of their Motor Vehicles financed hereunder, including, without limitation, the Manufacturer’s Certificate, shall be maintained in safekeeping by the Floor Plan Borrowers in a manner acceptable to the Floor Plan Agent, unless and until a Floor Plan Event of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan Event of Default, the Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three (3) Business Days of such request, all such original Manufacturer’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 invoices and title documents that later come into the possession of the Floor Plan Borrowers, to the Floor Plan Agent, and the Floor Plan Agent shall retain or hold all such original Manufacturer’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event of Default shall be continuing, all such original Manufacturer’s Certificates and title documents shall remain in the Floor Plan Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Borrower has been paid in full; provided that, upon the occurrence of a Floor Plan Event of Default and during the continuance thereof, the Floor Plan Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 2.6 in connection with the sale of Motor Vehicles in accordance with its rights provided for in this Agreement or the other Loan Documents.

Title Documents. All original Manufacturer’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of all of their Motor Vehicles financed hereunder, including, without limitation, the Manufacturer’s Certificate, shall be maintained in safekeeping by the Floor Plan Borrowers in a manner acceptable to the Floor Plan Agent, unless and until a Floor Plan Event of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan Event of Default, the Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three (3) Business Days of such request, all such original Manufacturer’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 invoices and title documents that later come into the possession of the Floor Plan Borrowers, to the Floor Plan Agent, and the Floor Plan Agent shall retain or hold all such original Manufacturer’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event of Default shall be continuing, all such original Manufacturer’s Certificates and title documents shall remain in the 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 Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Borrower has been paid in full; provided that, upon the occurrence of a Floor Plan Event of Default and during the continuance thereof, the Floor Plan Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 2.6 in connection with the sale of Motor Vehicles in accordance with its rights provided for in this Agreement or the other Loan Documents.

Title Documents. All original Manufacturer’s invoices and title documents Manufacturer’s Certificates evidencing the ownership by a Floor Plan Borrowers’ ownership Borrower of all of their Motor Vehicles financed hereunder, including, without limitation, the Manufacturer’s Certificate, by Floor Plan Committed Loans shall be maintained in safekeeping by the such Floor Plan Borrowers Borrower in a manner and location reasonably acceptable to the Floor Plan Administrative Agent, unless and until a Floor Plan Event of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan an Event of Default, the Floor Plan Administrative Agent may request reasonably request, and the Floor Plan Borrowers shall deliver deliver, or cause to be delivered delivered, within three two (32) 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 title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s invoices and title documents that later come into the possession of the Floor Plan Borrowersrequest, to the Floor Plan Administrative Agent, and the Floor Plan Administrative Agent shall retain or hold all such original Manufacturer’s Certificates and Manufacturer’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event of Default shall be continuing, all such original Manufacturer’s Certificates and title documents Manufacturer’s invoices shall remain in the Floor Plan Administrative Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing Committed Loans in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any a Floor Plan Borrower has 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 a Floor Plan Event of Default and during the continuance thereofof an Event of Default, the Floor Plan Administrative Agent may transfer, as applicable, title documents delivered transfer Manufacturer’s Certificates to it pursuant to this Section 2.6 in connection with facilitate the sale disposition of Motor Vehicles constituting Collateral under (and in accordance with its rights provided for in this Agreement or with) the other Loan DocumentsSecurity Agreement.

Title Documents. All original Manufacturer’s invoices manufacturer's invoices, --------------- certificates of origin and all other title documents evidencing the Floor Plan Borrowers’ ' ownership of all of their Motor Vehicles financed hereunderInventory shall be maintained in safekeeping by Borrowers in a manner reasonably acceptable to Agent, including, without limitation, the Manufacturer’s Certificate, shall be maintained in safekeeping by the Floor Plan Borrowers in a manner acceptable to the Floor Plan AgentBorrowers' current practices, unless and until a Floor Plan request is made therefor by Agent upon the occurrence of a monetary Event of Default which Borrower has occurred and is continuingnot cured in accordance with the applicable provisions hereof. After In such event, within five Business Days of the occurrence and during the continuance of a Floor Plan Event of Defaultrequest by Agent, the Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three (3) Business Days Agent all original manufacturer's invoices, certificates of such request, origin and all such original Manufacturer’s invoices and other title documents being maintained by the Floor Plan Borrowers in Borrowers' possession, whether at the time of such request and, immediately, all such original Manufacturer’s invoices and title documents that later come into the possession of the Floor Plan Borrowersor thereafter, to the Floor Plan Agent, and the Floor Plan Agent shall retain or hold all such original Manufacturer’s invoices and title documents so received. Thereafterreceived by Agent after such request; provided, for so long as such Floor Plan Event of Default shall be continuinghowever, Borrowers may retain or hold all such original Manufacturer’s Certificates documents 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, all original manufacturer's invoices, certificates of origin and all other title documents shall remain in the Floor Plan Agent’s 's possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing Note and the Obligations are paid and performed in connection therewith or such ratable portion thereof in respect full, provided that, if the original title documents have been delivered 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 Motor Vehicle sold by any Floor Plan Borrower, Agent shall promptly deliver to the respective Borrower the original title documents pertaining to the item of Inventory which has been paid in fullsold; provided and further provided, that, upon the occurrence happening of a Floor Plan an Event of Default and during the continuance thereof, the Floor Plan Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 2.6 3.14 in connection with the its ------------ sale of Motor Vehicles Inventory which constitute Collateral in accordance with its rights provided for in this Agreement or the other Loan DocumentsAgreement.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the ownership of each Borrower of Floor Plan Borrowers’ ownership of all of their Motor Vehicles or Units financed hereunderby the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s CertificateCertificates, shall be maintained in safekeeping by the Floor Plan respective Borrowers in a manner and location acceptable to the Floor Plan Administrative Agent, unless and until a Floor Plan an Event of Of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan an Event of Of Default, the Floor Plan Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three two (32) 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 Floor Plan Administrative Agent, and the Floor Plan 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 Floor Plan Event of Of Default shall be continuing, all such original Manufacturer’s Certificates Certificates, Manufacturer’s and vendor’s invoices and title documents shall remain in the Floor Plan Administrative Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing advances in connection therewith or such ratable portion thereof in respect of a Motor Floor Plan Vehicle or Unit sold by any Floor Plan Borrower has the Borrowers have been paid in full; provided that, upon the occurrence of a Floor Plan an Event of Of Default and during the continuance thereof, the Floor Plan Administrative Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to it pursuant to this Section 2.6 in connection with facilitate the sale of Motor Floor Plan Vehicles in accordance with its rights provided for in this Agreement or the other Loan DocumentsUnits.

Title Documents. All original Manufacturer’s 's invoices and title documents evidencing the Floor Plan Borrowers’ ' ownership of all of their Motor Vehicles financed hereunder, including, without limitation, the Manufacturer’s 's Certificate, shall be maintained in safekeeping by the Floor Plan Borrowers in a manner acceptable to the Floor Plan Agent, unless and until a Floor Plan an Event of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan an Event of Default, the Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three (3) Business Days of such request, all such original Manufacturer’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 's invoices and title documents that later come into the possession of the Floor Plan Borrowers, to the Floor Plan Agent, and the Floor Plan Agent shall retain or hold all such original Manufacturer’s 's invoices and title documents so received. Thereafter, for so long as such Floor Plan Event of Default shall be continuing, all such original Manufacturer’s 's Certificates and title documents shall remain in the Floor Plan Agent’s 's possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Borrower has been paid in full; provided that, upon the occurrence of a Floor Plan an Event of Default and during the -27- continuance thereof, the Floor Plan Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 2.6 in connection with the sale of Motor Vehicles in accordance with its rights provided for in this Agreement or the other Loan Documents.

Title Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the ownership of each Floor Plan Borrowers’ ownership Borrower of all of their Motor Floor Plan Vehicles or Units financed hereunderby the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s CertificateCertificates, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Floor Plan Administrative Agent, unless and until a Floor Plan an Event of Ofof Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan an Event of Ofof Default, the Floor Plan Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three two (32) 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 Floor Plan Administrative Agent, and the Floor Plan 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 Floor Plan Event of Ofof Default shall be continuing, all such original Manufacturer’s Certificates Certificates, Manufacturer’s and vendor’s invoices and title documents shall remain in the Floor Plan Administrative Agent’s possession or with the applicable Floor Plan Borrowers, as the Floor Plan Agent may elect, until the Floor Plan Loan Borrowing advances in connection therewith or such ratable portion thereof in respect of a Motor Floor Plan Vehicle or Unit sold by any the Floor Plan Borrower has Borrowers have been paid in full; provided that, upon the occurrence of a Floor Plan an Event of Ofof Default and during the continuance thereof, the Floor Plan Administrative Agent may transfer, as applicable, Manufacturer’s Certificates and title documents delivered to it pursuant to this Section 2.6 in connection with facilitate the sale of Motor Floor Plan Vehicles in accordance with its rights provided for in this Agreement or the other Loan DocumentsUnits.