Common use of Titled Collateral Clause in Contracts

Titled Collateral. Each Grantor shall (a) cause all Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Titled Collateral to be properly titled in the name of such Grantor and, to the extent such Titled Collateral has a book value in excess of $10,000, with the Collateral Agent's Lien noted thereon and (c) if requested by the Collateral Agent, promptly deliver to the Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of ownership for such Titled Collateral, with the Collateral Agent's Lien noted thereon, and take such other actions as may be reasonably required by the Collateral Agent. Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authority to enable Titled Collateral 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 Authority, and (C) executing such other 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 such Titled Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender's Commitment and each of the Loan Documents.

Titled Collateral. (a) Each Grantor Debtor shall (ai) cause all Collateral, now owned or hereafter acquired by any Grantorsuch Debtor, which under applicable law are required to be registered, to be properly registered as required by applicable law in the name of such Grantorthe Debtor, (bii) cause all Titled Collateral Collateral, to be properly titled in the name of such Grantor andDebtor, to and if requested by the extent such Titled Collateral has a book value in excess of $10,000Agent, with the Collateral Agent's Lien ’s lien noted thereon and (ciii) if reasonably requested by the Collateral Agent, promptly promptly, and in any event within five (5) Business Days of Agent’s reasonable request therefor (or such later time as the Agent may agree in its sole discretion), deliver to the Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of ownership for such Titled CollateralCollateral unless such originals are required to be kept with the Titled Collateral in which case copies shall be provided, with the Agent’s lien noted thereon or upon appropriate abstract of title or other documentation issued by a governmental authority. Notwithstanding the foregoing, if any Debtor owns any Collateral Agent's Lien noted thereon, and take such other actions as may be reasonably required by the Collateral Agent. Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective Ship on the date hereof that is registered in the State of Texas, within sixty (60) days following the date hereof (or such later time as the Agent may agree in its sole discretion), such Debtor shall file a notice of lien, or such other form reasonably necessary to record the security interest granted hereunder over such Collateral Ship, with the appropriate Texas state authorities, and terminating upon substantially concurrently with the termination of this Agreement, for the purpose of (A) executing on behalf registration of such Grantor title or ownership applications for filing Collateral Ship with appropriate Governmental Authority to enable Titled any other Approved Jurisdiction, such Debtor shall execute, deliver and record a Collateral now owned or hereafter acquired by Ship Mortgage over such Grantor to be retitled Collateral Ship in such jurisdiction and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authority, and (C) executing such any other documents and instruments on behalf ofother evidence listed in Exhibit E hereto, as applicable, in form and taking such other action in substance satisfactory to 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 such Titled Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender's Commitment and each of the Loan DocumentsAgent.

Titled Collateral. Each Grantor shall The parties hereto acknowledge that (a) cause all Bank of America, N.A. is listed as the sole lienholder on certain existing certificates of title (the “Existing Certificates of Title”) with respect to certificated vehicles owned by the Debtors as of July 23, 2001 (the “Existing Titled Collateral”), now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, and (b) cause the notation of Bank of America, N.A. as sole lienholder on the Existing Certificates of Title is intended by the parties hereto for all purposes to notate and perfect the Liens of both the Senior Existing Titled Collateral Agent and the Junior Agent in and to be properly titled in the name Existing Certificates of such Grantor andTitle and the Existing Titled Collateral. The Junior Agent further acknowledges and agrees that, to the extent such Titled Collateral it has a book value in excess not already done so, the Junior Agent shall deliver the originals of $10,000, with the Collateral Agent's Lien noted thereon and (c) if requested by the Collateral Agent, promptly deliver each Existing Certificate of Title to the Collateral Senior Agent (or its custodian) originals of all such Certificates of Title agent or certificates of ownership for such Titled Collateralrepresentative), together with each other document relating thereto, promptly after the Collateral Agent's Lien noted thereon, execution and take such other actions as may be reasonably required by the Collateral Agent. Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination delivery of this Agreement, for . The Junior Agent hereby irrevocably appoints the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and the Collateral Senior Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authority, and (C) executing such other 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 such Titled Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as Junior Agent’s attorney-in-fact is coupled with an interest full authorization to execute and is irrevocable until the date deliver on which all behalf of the Secured Obligations have been indefeasibly paid Junior Agent all such title applications, releases and other documents as the Senior Agent deems necessary or appropriate in full in cash after the termination connection with any sale or other disposition of each Lender's Commitment and each any certificated vehicles of the Loan DocumentsDebtors with respect to which the Lien of the Junior Agent is now or hereafter notated on the related certificate of title (including the Existing Titled Collateral and Existing Certificates of Title) in order to release the Lien of the Junior Agent in such certificated vehicles and the related certificates of title (including the Existing Titled Collateral and Existing Certificates of Title).

Titled Collateral. (a) Each Grantor Debtor shall (ai) cause all Collateral, now owned or hereafter acquired by any Grantorsuch Debtor, which under applicable law are required to be registered, to be properly registered as required by applicable law in the name of such Grantorthe Debtor, (bii) cause all Titled Collateral Collateral, to be properly titled in the name of such Grantor andDebtor, to and if requested by the extent such Titled Collateral has a book value in excess of $10,000Agent, with the Collateral Agent's Lien ’s lien noted thereon and (ciii) if reasonably requested by the Collateral Agent, promptly promptly, and in any event within five (5) Business Days of Agent’s reasonable request therefor (or such later time as the Agent may agree in its sole discretion), deliver to the Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of ownership for such Titled CollateralCollateral unless such originals are required to be kept with the Titled Collateral in which case copies shall be provided, with the Agent’s lien noted thereon or upon appropriate abstract of title or other documentation issued by a governmental authority. Notwithstanding the foregoing, if any Debtor owns any Collateral Agent's Lien noted thereon, and take such other actions as may be reasonably required by the Collateral Agent. Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective Ship on the date hereof that is registered in the State of Texas, within ten (10) days following the date hereof, such Debtor shall file a notice of lien, or such other form reasonably necessary to record the security interest granted hereunder over such Collateral Ship, with the appropriate Texas state authorities, and terminating upon substantially concurrently with the termination of this Agreement, for the purpose of (A) executing on behalf registration of such Grantor title or ownership applications for filing Collateral Ship with appropriate Governmental Authority to enable Titled any other Approved Jurisdiction, such Debtor shall execute, deliver and record a Collateral now owned or hereafter acquired by Ship Mortgage over such Grantor to be retitled Collateral Ship in such jurisdiction and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authority, and (C) executing such any other documents and instruments on behalf ofother evidence listed in Exhibit E hereto, as applicable, in form and taking such other action in substance satisfactory to 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 such Titled Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender's Commitment and each of the Loan DocumentsAgent.

Titled Collateral. (i) Each Grantor shall (aA) cause all Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (bB) cause all Titled Collateral Collateral, to be properly titled in the name of such Grantor andGrantor, to the extent such Titled Collateral has a book value in excess of $10,000and if requested by Agent, with the Collateral Agent's Lien noted thereon and (cC) if requested by the Collateral Agent, promptly deliver to the Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of ownership for such Titled Collateral, with the Collateral Agent's Lien noted thereon. (ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than Equipment to be acquired that is subject to a purchase money security interest that constitutes a Permitted Lien under the Credit Agreement), such Grantor shall promptly (and in any event within 10 Business Days) notify Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and take if so requested by Agent, immediately deliver to Agent (or its custodian) originals of the Certificates of Title or certificates of ownership for such other actions as may be reasonably required Titled Collateral, together with the manufacturer's statement of origin, and an application duly executed by the Collateral appropriate Grantor to evidence Agent's Lien thereon. (iii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and the Collateral amended to reflect Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authority, and (C) executing such other 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 advisable, in its Permitted Discretion, to accomplish the purposes hereof of this Section 7(n) (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender's Commitment and each of the Loan Documents.Titled

Titled Collateral. (i) Each Grantor shall (aA) cause all Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (bB) cause all Titled Collateral Collateral, to be properly titled in the name of such Grantor andGrantor, to the extent such Titled Collateral has a book value in excess of $10,000and if requested by Agent, with the Collateral Agent's Lien noted thereon and (cC) if requested by the Collateral Agent, promptly deliver to the Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of ownership for such Titled Collateral, with the Collateral Agent's Lien noted thereon. (ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than Equipment to be acquired that is subject to a purchase money security interest that constitutes a Permitted Lien under the Credit Agreement), such Grantor shall promptly (and in any event within 10 Business Days) notify Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and take if so requested by Agent, immediately deliver to Agent (or its custodian) originals of the Certificates of Title or certificates of ownership for such other actions as may be reasonably required Titled Collateral, together with the manufacturer's statement of origin, and an application duly executed by the Collateral appropriate Grantor to evidence Agent's Lien thereon. (iii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and the Collateral amended to reflect Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authority, and (C) executing such other 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 advisable, in its Permitted Discretion, to accomplish the purposes hereof of this Section 7(n) (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after accordance with the termination of each Lender's Commitment and each provisions of the Loan Documents.Credit Agreement and the Commitments have expired or have been terminated. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of Agent as lienholder on any Certificate of Title or certificate of ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by Agent of a certificate from such Grantor, stating that the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Credit Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by the Credit Agreement to be paid to Agent to be applied to the Secured Obligations and, to the extent required by the Credit

Titled Collateral. (a) Each Grantor Debtor shall (ai) cause all Collateral, now owned or hereafter acquired by any Grantorsuch Debtor, which under applicable law are required to be registered, to be properly registered as required by applicable law in the name of such Grantorthe Debtor, (bii) cause all Titled Collateral Collateral, to be properly titled in the name of such Grantor andDebtor, to and if requested by the extent such Titled Collateral has a book value in excess of $10,000Agent, with the Collateral Agent's Lien ’s lien noted thereon and (ciii) if reasonably requested by the Collateral Agent, promptly promptly, and in any event within five (5) Business Days of Agent’s reasonable request therefor (or such later time as the Agent may agree in its sole discretion), deliver to the Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of ownership for such Titled CollateralCollateral unless such originals are required to be kept with the Titled Collateral in which case copies shall be provided, with the Agent’s lien noted thereon or upon appropriate abstract of title or other documentation issued by a governmental authority. Notwithstanding the foregoing, if any Debtor owns any Collateral Agent's Lien noted thereon, and take such other actions as may be reasonably required by the Collateral Agent. Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective Ship on the date hereof that is registered in the State of Texas, within [ten (10)] days following the date hereof, such Debtor shall file a notice of lien, or such other form reasonably necessary to record the security interest granted hereunder over such Collateral Ship, with the appropriate Texas state authorities, and terminating upon substantially concurrently with the termination of this Agreement, for the purpose of (A) executing on behalf registration of such Grantor title or ownership applications for filing Collateral Ship with appropriate Governmental Authority to enable Titled any other Approved Jurisdiction, such Debtor shall execute, deliver and record a Collateral now owned or hereafter acquired by Ship Mortgage over such Grantor to be retitled Collateral Ship in such jurisdiction and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authority, and (C) executing such any other documents and instruments on behalf ofother evidence listed in Exhibit E hereto, as applicable, in form and taking such other action in substance satisfactory to 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 such Titled Collateral and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender's Commitment and each of the Loan DocumentsAgent.