Common use of Title Documentation Clause in Contracts

Title Documentation. (a) Each Grantor shall maintain and process in a safe, fireproof and secure manner at the Designated Location all original title and registration documentation, and copies of all applications for title, with respect to the Vehicles (collectively, the "Title Documentation"). In no event shall any Grantor release or surrender any Title Documentation other than in accordance with this Agreement or shall any Title Documentation be maintained or processed at any location other than the Designated Location. The Designated Location shall not be used for any other purpose other than for maintaining and processing Title Documentation, and no employee or agent of any Grantor or any other person shall have any access thereto other than the Authorized Employees. The Designated Location shall be a separate fireproof room that shall be locked whenever not in use by Authorized Employees. The Titling Documentation shall be maintained in fireproof file cabinets that shall be locked whenever not in use by Authorized Employees. The keys to the Designated Location and such file cabinets shall be held only by the Authorized Employees, provided that a copy of such keys shall be held by the Collateral Agent. Such file cabinets shall be raised off of the floor so as not to incur water damage if the sprinkler system shall be activated. Notwithstanding the foregoing, until 180 days after the Restatement Closing Date the Title Documentation for such Vehicle may be maintained and processed by Authorized Employees (who may be employees of the Seller) in the same manner and at the same location used immediately prior to the date hereof by the Seller for such purposes, provided that (i) such Titling Documentation shall be maintained in fireproof file cabinets that shall be locked when not in use by Authorized Employees and (ii) the Collateral Agent shall be given a copy of the keys to such file cabinets. (b) Each of the employees of the Grantors (or, in the case of the last sentence of the foregoing paragraph (a), of the Seller) who will at any time be authorized to maintain and process, and to have any access to, the Title Documentation (the "Authorized Employees"), including for purposes of taking any of the actions described in clauses (i) and (ii) of Section 6.05(a), shall be in good standing with the Grantors (or the Seller), and no Responsible Officer of any Grantor (or the Seller) shall have any reason to question the veracity, integrity or abilities of any such Authorized Employee. Each Authorized Employee shall be qualified to perform the responsibilities delegated to such Authorized Employee. Schedule VI sets forth a correct list of all the Authorized Employees as of the date hereof. The Borrower shall promptly provide the Collateral Agent with revised copies of such Schedule so that at all times such Schedule correctly identifies the then-Authorized Employees. Not later than 45 days after the Restatement Closing Date, each Authorized Employee shall be bonded for the benefit of the Collateral Agent on behalf of the Secured Parties in an amount equal to not less than $1,000,000 per Authorized Employee pursuant to a bond issued by a reputable bonding company, such bond and bonding company being reasonably satisfactory to the Collateral Agent. (c) The Collateral Agent and such persons as the Collateral Agent may reasonably designate shall have the right to inspect the Designated Location and the Title Documentation (and to make extracts and copies of the Title Documentation) and to discuss the Title Documentation and the maintaining and processing of it with the Authorized Employees and the officers of the Grantors, all at the Grantors' own cost and expense, provided that (i) so long as no Default or Event of Default shall have occurred and be continuing, there shall be no more than one such inspection by any of the Collateral Agent or such other persons in any fiscal quarter of the Borrower, (ii) the business of the Borrower and the Subsidiaries shall not be unreasonably disrupted by any such inspection and (iii) the Collateral Agent shall use reasonable efforts to coordinate any such inspection with evaluations and appraisals of the Borrowing Base conducted pursuant to Section 5.11(a) of the Credit Agreement. The Collateral Agent shall have the absolute right to share any information it gains from such inspection with any Secured Party (it being understood that any such information shall be deemed to be "Information" subject to the provisions of Section 9.16 of the Credit Agreement).

Title Documentation. (a) Each Grantor The Lessee, acting as Lessor's ------------------- agent, shall maintain and process in a safe, fireproof and secure manner at the Designated Location all original title and registration documentationdocumentation relating to the Vehicles, and copies of all applications for title, with respect to the Vehicles (collectively, the "Title Documentation"). In no event shall any Grantor the ------------------- Lessee release or surrender any Title Documentation other than in accordance with this Agreement or shall any Title Documentation be maintained or processed at any location other than the Designated Location. The Designated Location shall not be used for any other purpose other than for maintaining and processing Title Documentation, and no employee or agent of any Grantor the Lessee or any other person Person shall have any access thereto other than the Authorized Employees. The Designated Location shall be a separate fireproof room that shall be locked whenever not in use by Authorized Employees. The Titling Title Documentation shall be maintained in fireproof file cabinets that shall be locked whenever not in use by Authorized Employees. The keys to the Designated Location and such file cabinets shall be held only by the Authorized Employees, provided that a copy of such keys shall be held by the Collateral Agent. Such file cabinets shall be raised off of the floor so as not to incur water damage if the sprinkler system shall be activated. Notwithstanding the foregoing, until 180 days after such time as a Vehicle covered by the Restatement Closing Date Vehicle Title Nominee Agreement is retitled from the name of Old Ryder, the Title Documentation for such Vehicle may be maintained and processed by Authorized Employees (who may be employees of the SellerOld Ryder) in the same manner and at the same location used immediately prior to the date hereof by the Seller Old Ryder for such purposes, provided that (i) such Titling Title Documentation shall be maintained in fireproof file cabinets that shall be locked when not in use by Authorized Employees and (ii) the Collateral Agent shall be given a copy of the keys to such file cabinetsEmployees. (b) Each of the employees of the Grantors Lessee (or, in the case of the last sentence of the foregoing paragraph (a), of the SellerOld Ryder) who will at any time be authorized to maintain and process, and to have any access to, the Title Documentation (the "Authorized Employees"), including for purposes of taking any of the actions described in clauses (i) and (ii) of Section 6.05(a), shall be in good standing with the Grantors (-------------------- Lessee or Old Ryder, as the Seller)case may be, and no Responsible Officer of any Grantor (the Lessee or Old Ryder, as the Seller) case may be, shall have any reason to question the veracity, integrity or abilities of any such Authorized Employee. Each Authorized Employee shall be qualified to perform the responsibilities delegated to such Authorized Employee. Schedule VI II sets forth a correct list of all the ----------- Authorized Employees as of the date hereof. The Borrower Lessee shall promptly provide the Collateral Agent Lessor with revised copies of such Schedule so that at all times such Schedule correctly identifies the then-Authorized Employees. Not No later than 45 days after the Restatement Closing Date, each Authorized Employee shall be have been, and at all times thereafter shall be, bonded for the benefit of the Collateral Agent on behalf of the Secured Parties Lessor in an amount equal to not less than $1,000,000 per Authorized Employee pursuant to a bond issued by a reputable bonding company, such bond and bonding company being reasonably satisfactory to the Collateral AgentLessor. (c) The Collateral Agent Lessor and such persons Persons as the Collateral Agent Lessor may reasonably designate shall have the right to inspect the Designated Location and the Title Documentation (and to make extracts and copies of the Title Documentation) and to discuss the Title Documentation and the maintaining and processing of it with the Authorized Employees and the officers of the GrantorsLessee, all at the Grantors' Lessee's own cost and expense, provided that (i) so long as no Default or Lease Event of Default shall have occurred and be continuing, there shall be no more than one such inspection by any of the Collateral Agent Lessor or such other persons Persons in any fiscal quarter of the Borrower, Lessee and (ii) the business of the Borrower Lessee and the its Subsidiaries shall not be unreasonably disrupted by any such inspection and (iii) the Collateral Agent shall use reasonable efforts to coordinate any such inspection with evaluations and appraisals of the Borrowing Base conducted pursuant to Section 5.11(a) of the Credit Agreementinspection. The Collateral Agent Lessor shall have the absolute right to share any information it gains from such any inspection provided for under this Lease with any Secured Party Party. (it being understood that any such information d) Upon the occurrence and during the continuance of a Lease Event of Default, the Lessee and its Authorized Employees shall, upon notice from the Lessor, cease to have access to the Designated Location. (e) Notwithstanding anything to the contrary contained in this Section 12.3, during the period from the date hereof until the earlier of (i) February 9, 1998 and (ii) the date of execution of the Custody Agreement, the Lessee shall be deemed to be "Information" in compliance with this Section 12.3 so long as the Lessor shall continue to use Old Ryder as its agent to perform certain maintenance and administrative functions with respect to the Certificates of Title in accordance with the business practices and subject to the provisions of Section 9.16 of the Credit Agreement)controls currently observed under such cooperative agreement.

Title Documentation. (a) Each Grantor shall maintain and process in a safe, fireproof and secure manner at the Designated Location all original title and registration documentation, and copies of all applications for title, with respect to the Vehicles (collectively, the "Title Documentation"). In no event shall any Grantor release or surrender any Title Documentation other than in accordance with this Agreement or shall any Title Documentation be maintained or processed at any location other than the Designated Location. The Designated Location shall not be used for any other purpose other than for maintaining and processing Title Documentation, and no employee or agent of any Grantor or any other person shall have any access thereto other than the Authorized Employees. The Designated Location shall be a separate fireproof room that shall be locked whenever not in use by Authorized Employees, provided that the Borrower shall have up to six months after the Closing Date to fireproof the Designated Location. The Titling Documentation shall be maintained in fireproof file cabinets that shall be locked whenever not in use by Authorized Employees. The keys to the Designated Location and such file cabinets shall be held only by the Authorized Employees, provided that a copy of such keys shall be held by the Collateral Agent. Such file cabinets shall be raised off of the floor so as not to incur water damage if the sprinkler system shall be activated. Notwithstanding the foregoing, until 180 the later of (a) 45 days after the Restatement Closing Date and (b) such time as a Vehicle covered by the Vehicle Title Nominee Agreement is retitled from the name of the Seller, the Title Documentation for such Vehicle may be maintained and processed by Authorized Employees (who may be employees of the Seller) in the same manner and at the same location used immediately prior to the date hereof by the Seller for such purposes, provided that (i) such Titling Documentation shall be maintained in fireproof file cabinets that shall be locked when not in use by Authorized Employees and (ii) the Collateral Agent shall be given a copy of the keys to such file cabinets. (b) Each of the employees of the Grantors (or, in the case of the last sentence of the foregoing paragraph (a), of the Seller) who will at any time be authorized to maintain and process, and to have any 18 access to, the Title Documentation (the "Authorized Employees"), including for purposes of taking any of the actions described in clauses (i) and (ii) of Section 6.05(a), shall be in good standing with the Grantors (or the Seller), and no Responsible Officer of any Grantor (or the Seller) shall have any reason to question the veracity, integrity or abilities of any such Authorized Employee. Each Authorized Employee shall be qualified to perform the responsibilities delegated to such Authorized Employee. Schedule VI sets forth a correct list of all the Authorized Employees as of the date hereof. The Borrower shall promptly provide the Collateral Agent with revised copies of such Schedule so that at all times such Schedule correctly identifies the then-Authorized Employees. Not later than 45 days after the Restatement Closing Date, each Authorized Employee shall be have been, and at all times thereafter shall be, bonded for the benefit of the Collateral Agent on behalf of the Secured Parties in an amount equal to not less than $1,000,000 per Authorized Employee pursuant to a bond issued by a reputable bonding company, such bond and bonding company being reasonably satisfactory to the Collateral Agent. (c) The Collateral Agent and such persons as the Collateral Agent may reasonably designate shall have the right to inspect the Designated Location and the Title Documentation (and to make extracts and copies of the Title Documentation) and to discuss the Title Documentation and the maintaining and processing of it with the Authorized Employees and the officers of the Grantors, all at the Grantors' own cost and expense, provided that (i) so long as no Default or Event of Default shall have occurred and be continuing, there shall be no more than one such inspection by any of the Collateral Agent or such other persons in any fiscal quarter of the Borrower, (ii) the business of the Borrower and the Subsidiaries shall not be unreasonably disrupted by any such inspection and (iii) the Collateral Agent shall use reasonable efforts to coordinate any such inspection with evaluations and appraisals of the Borrowing Base conducted pursuant to Section 5.11(a) of the Credit Agreement. The Collateral Agent shall have the absolute right to share any information it gains from such inspection with any Secured Party (it being understood that any such information shall be deemed to be "Information" subject to the provisions of Section 9.16 of the Credit Agreement). (d) If the Securitization is not consummated by the Step-Up Date, then at any time thereafter, upon the request of the Collateral Agent or the Required Lenders made prior to consummation of the Securitization, the Grantors shall (i) lease the Designated Location to the Collateral Agent on behalf of the Secured Parties, (ii) cause the Authorized Employees to become employees of or be seconded to the Collateral Agent on behalf of the Secured Parties, with the salaries and other compensation and benefits due to the Authorized Employees being paid by the Grantors on behalf of the Collateral Agent, and/or (iii) cause its counsel (who shall be reasonably acceptable to the Collateral Agent) to deliver a memorandum to the Collateral Agent describing the procedures to be followed in each state or other jurisdiction to perfect a security interest in the Vehicles.