Common use of Activities of the Issuer Clause in Contracts

Activities of the Issuer. (a) The Issuer shall not engage in any activities or enter into any transactions other than (i) the acquisition and disposition of, any SUBI Certificate or any other SUBI and any other item of Collateral, (ii) issuing and selling the Notes and pledging the Collateral pursuant to this Indenture, (iii) the transactions contemplated by, and the activities expressly authorized pursuant to (or contemplated by) the terms of, each Qualified Currency Hedge, each Interest Rate Hedge Agreement and the Servicing Agreement, (iv) the transactions contemplated by the Relevant Documents and (v) engaging in any lawful act or activity and exercising any power that is incidental and is necessary and convenient to the foregoing which is permitted to limited liability companies organized under the laws of Delaware. With respect to the transactions contemplated by the Relevant Documents and to the extent, and only to such extent, that the Issuer has the right under the Relevant Documents to prohibit the Trust from taking certain actions, the Issuer shall not permit the Trust to engage in any activities other than such activities, and exercising such other powers, as are provided in Section 1.2 of the Trust Agreement and are necessary or appropriate to carry out the foregoing activities in accordance with the terms and conditions of the Trust Agreement and the other Relevant Documents to which it is a party. (b) In addition, the Issuer shall, and shall cause the Trust to (to the extent and only to the extent the Issuer has the right or power to require the Trust to take such action) (i) maintain its books and records separate from the books and records of any other entity, (ii) maintain separate bank accounts, (iii) except as permitted by the Lockbox Intercreditor Agreement and the other Relevant Documents, not commingle its funds with those of any other Person, except for any commingling of Collections with other payments received by the Servicer or the Issuer under any Contracts that may occur from and including the date payments on or with respect to the Contracts are received by the Servicer to and including the date such funds are segregated and deposited into the Collection Account in accordance with the terms and conditions of the Relevant Documents, (iv) not engage in any action that would cause the separate legal identity of not to be respected, including, without limitation (A) holding itself out as being liable for the debts of any other Person or (B) acting other than through its duly authorized representatives or agents, (v) manage its day-to-day business affairs without the involvement of Interpool or any of its Affiliates or subsidiaries (other than with respect to Interpool in its capacity as Servicer or TLI in its capacity as subservicer), (vi) maintain a separate office from that of Interpool and any other Affiliate or subsidiary of Interpool (which office may be at the same address provided that the Issuer and Interpool or such Affiliate or subsidiary of Interpool (as the case may be) have a written agreement specifying a reasonable allocation of expenses with respect to overhead and shared costs with respect to such shared premises), (vii) conduct all of its business correspondence in its own name, (viii) not act as an agent of Interpool or any Affiliate or subsidiary of Interpool, (ix) maintain at all times, in the case of the Issuer, at least one independent member (as provided in its operating agreement), (x) maintain adequate capitalization in light of its business purposes and (xi) conduct all of its business (whether written or oral) solely in its own name. (c) The Issuer further represents and covenants that (i) the consolidated financial statements of Interpool reflect the separate corporate existence of the Issuer, (ii) no other Affiliate or subsidiary of Interpool pays the Issuer’s expenses, guarantees the Issuer’s obligations or advances funds to the Issuer for payment of expenses and (iii) none of Interpool, TLI, the Trust and their respective Affiliates and subsidiaries acts as an agent of the Issuer, except Interpool in its capacity as Servicer or TLI as subservicer.

Activities of the Issuer. (a) The Issuer shall not engage in any activities or enter into any transactions other than (i) shall engage in only (A) the acquisition acquisition, ownership, leasing, selling and disposition pledging of the property acquired by the Issuer pursuant to the Contract Acquisition Agreement, and causing the issuance of, any SUBI Certificate or any other SUBI and any other item of Collateral, (ii) issuing receiving and selling the Notes and pledging the Collateral issued pursuant to this Indenture, Indenture and (iiiB) the transactions contemplated by, exercise of any powers permitted to corporations under the corporate law of the State of its incorporation which are incidental to the foregoing or necessary to accomplish the foregoing and the activities expressly authorized pursuant to (or contemplated by) Issuer shall incur no debt other than trade payables and expense accruals in connection with its operations in the terms of, each Qualified Currency Hedge, each Interest Rate Hedge Agreement normal course of business and the Servicing Agreement, (iv) the transactions other than as contemplated by the Relevant Documents and Transaction Documents; (vii) engaging in any lawful act or activity and exercising any power that is incidental and is necessary and convenient to the foregoing which is permitted to limited liability companies organized under the laws of Delaware. With respect to the transactions contemplated by the Relevant Documents and to the extent, and only to such extent, that the Issuer has the right under the Relevant Documents to prohibit the Trust from taking certain actions, the Issuer shall not permit the Trust to engage in any activities other than such activities, and exercising such other powers, as are provided in Section 1.2 of the Trust Agreement and are necessary or appropriate to carry out the foregoing activities in accordance with the terms and conditions of the Trust Agreement and the other Relevant Documents to which it is a party. (b) In addition, the Issuer shall, and shall cause the Trust to (to the extent and only to the extent the Issuer has the right or power to require the Trust to take such action) (iA) maintain its books books, records and records cash management accounts separate from the books and records and cash management accounts of any other entityPerson and in accordance with generally accepted accounting principles (except as otherwise permitted under the Transaction Documents with respect to the Operating Account), (iiB) maintain separate bank accountsaccounts and, (iii) except as permitted for a limited period of time between receipt by the Lockbox Intercreditor Company or the Servicer of certain payments on the Contracts and the underlying proceeds as specified in the Servicing Agreement and the other Relevant Agreement Regarding Operating Account, or as otherwise provided in the Transaction Documents, not commingle its ensure that no funds or assets of the Issuer shall be commingled with those of the Company, the Servicer or any other Person, except for any commingling (C) keep in full effect its existence, rights and franchises as a corporation under the laws of Collections with its State of incorporation, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, including all of its licenses, permits, governmental approvals, rights and privileges necessary in the normal conduct of its business as now conducted or presently proposed to be conducted; (D) observe all procedures required by its Articles of Organization, its by-laws and the laws of the State of its incorporation; (E) maintain its good standing under the laws of the State of its incorporation, (F) keep correct and complete books and records of account and minutes of meeting and other payments received proceedings of its board of directors and shareholders, (G) obtain proper authorization from its board of directors or shareholders, as appropriate and act solely in its own name and through its duly authorized officers and agents in the conduct of its business, (H) reflect in its financial statements that the Contract Assets have been sold and assigned to the Issuer and that the Contract Assets have been Granted by the Servicer or Issuer to the Indenture Trustee and that the assets of the Issuer are not available to pay the creditors of the Company, (I) maintain a separate telephone number and stationery reflecting a separate address and identity from that of the Company; and (iii) shall not (A) dissolve or liquidate in whole or in part, (B) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C) make any capital expenditures, (D)(1) commence any case, proceeding or other action under any Contracts that may occur from and including the date payments on existing or future bankruptcy, insolvency or similar law seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the Contracts are received by the Servicer to and including the date such funds are segregated and deposited into the Collection Account benefit of creditors, or (4) take any action in accordance with the terms and conditions furtherance of, or consenting or acquiescing in, any of the Relevant Documentsforegoing, (ivE) not guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F) merge or consolidate with any other Person except as provided in subsection (o) of this Section 11.02, (G) engage in any other action that would cause bears on whether the separate legal identity of not to the Issuer shall be respected, including, including without limitation (A1) holding itself out as being liable for the debts of any other Person party or (B2) acting other than in its corporate name and through its duly authorized representatives officers or agents, or (vH) manage create, incur, assume, or in any manner become liable in respect of, any indebtedness other than as contemplated by the Transaction Documents and other than trade payables and expense accruals incurred in the ordinary course of business and which are incidental to its day-to-day business affairs purpose. The Issuer shall not amend any article in its Articles of Organization that deals with any matter discussed above without the involvement prior written consent of Interpool the Controlling Party. On or before April 15 of each year, so long as any of its Affiliates or subsidiaries (other than with respect the Notes are Outstanding, the Issuer shall furnish to Interpool in its capacity as Servicer or TLI in its capacity as subservicer)each Noteholder, (vi) maintain a separate office from that of Interpool the Indenture Trustee and any other Affiliate or subsidiary of Interpool (which office may be at the same address provided Note Insurer, an Officer's Certificate confirming that the Issuer and Interpool or such Affiliate or subsidiary of Interpool (as the case may be) have a written agreement specifying a reasonable allocation of expenses has complied with respect to overhead and shared costs with respect to such shared premisesits obligations under this Section 11.02(i), (vii) conduct all of its business correspondence in its own name, (viii) not act as an agent of Interpool or any Affiliate or subsidiary of Interpool, (ix) maintain at all times, in the case of the Issuer, at least one independent member (as provided in its operating agreement), (x) maintain adequate capitalization in light of its business purposes and (xi) conduct all of its business (whether written or oral) solely in its own name. (c) The Issuer further represents and covenants that (i) the consolidated financial statements of Interpool reflect the separate corporate existence of the Issuer, (ii) no other Affiliate or subsidiary of Interpool pays the Issuer’s expenses, guarantees the Issuer’s obligations or advances funds to the Issuer for payment of expenses and (iii) none of Interpool, TLI, the Trust and their respective Affiliates and subsidiaries acts as an agent of the Issuer, except Interpool in its capacity as Servicer or TLI as subservicer.

Activities of the Issuer. (a) The Issuer (i) shall not engage in any activities or enter into any transactions other business than (iA) the acquisition acquisition, ownership, selling and disposition pledging of the property acquired by it pursuant to any Assignment Agreement, and causing the issuance of, any SUBI Certificate or any other SUBI and any other item of Collateral, (ii) issuing receiving and selling the Notes and pledging the Collateral issued pursuant to this Indenture, (iiiB) the transactions contemplated by, and the activities expressly authorized pursuant to (or contemplated by) the terms of, each Qualified Currency Hedge, each Interest Rate Hedge Agreement and the Servicing Agreement, (iv) the transactions contemplated by the Relevant Documents and (v) engaging in exercise of any lawful act or activity and exercising any power that is incidental and is necessary and convenient to the foregoing which is powers permitted to limited liability companies organized under the laws of Delaware. With respect Delaware law which are incidental to the transactions contemplated foregoing or necessary to accomplish the foregoing and are not prohibited by the Relevant Documents and to terms of its certificate of formation, its limited liability company agreement or the extent, and only to other Transaction Documents; (ii) will hold such extent, that the Issuer has the right under the Relevant Documents to prohibit the Trust from taking certain actions, the Issuer shall not permit the Trust to engage appropriate meetings of its board of managers or distribute appropriate unanimous consents in any activities other than such activities, and exercising such other powers, lieu of a meeting as are provided in Section 1.2 necessary to authorize all of the Trust Agreement Issuer’s actions that are required by law to be authorized by the board of managers, keep minutes of its meetings and are necessary or appropriate to carry out the foregoing activities in accordance with the terms and conditions of the Trust Agreement and the otherwise observe all other Relevant Documents to which it is a party. customary corporate formalities; (biii) In addition, the Issuer shall, and shall cause the Trust to will (to the extent and only to the extent the Issuer has the right or power to require the Trust to take such action) (iA) maintain its books and records separate from the books and records of any other entity, (iiB) maintain separate bank accounts, (iii) accounts and no funds of the Issuer shall be commingled with funds of any other entity except as otherwise permitted by in the Lockbox Intercreditor Agreement Agreement, (C) keep in full effect its existence, rights, privileges, licenses and franchises as a limited liability company under the laws of its applicable state of organization, and will obtain and preserve its “qualification to do business” as a foreign limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, (D) cause its managers and officers to act independently and in its interests, (E) cause its board of managers to duly authorize all of its corporate actions and (F) observe all company procedures required by its organizational documents and applicable laws; and (iv) will not (A) dissolve or liquidate in whole or in part, (B) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C) incur any debt in connection with or make any capital expenditures, (D)(1) commence any case, proceeding or other Relevant action under any existing or future bankruptcy, insolvency or similar law seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E) make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or its capability of doing so, or otherwise), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person other than as specifically provided for in the Transaction Documents, not commingle its funds (F) merge or consolidate with those of any other Person, except for any commingling of Collections with other payments received by the Servicer or the Issuer under any Contracts that may occur from and including the date payments on or with respect to the Contracts are received by the Servicer to and including the date such funds are segregated and deposited into the Collection Account in accordance with the terms and conditions of the Relevant Documents, (ivG) not engage in any other action that would cause bears on whether the separate legal identity of not to the Issuer will be respected, including, without limitation including (A1) holding itself out as or permitting itself to be held out as being liable for the debts of any other Person or (B2) acting other than in its name and through its duly authorized representatives officers or agents, (vH) manage create, incur, assume, or in any manner become liable in respect of any indebtedness other than the Notes, expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $12,300 at any one time outstanding and which are incidental to its day-to-day business affairs permitted activities, and as provided in or under the Transaction Documents, (I) sponsor or contribute, or contract to or incur any other obligation to contribute to any Pension Plans, or (J) enter into or become party to any agreements or instruments other than the Transaction Documents or any documents or instruments executed pursuant thereto and in connection therewith. So long as any Notes remain Outstanding or any other amounts are owed under the Transaction Documents, the Issuer shall not amend its organizational documents without the involvement prior written consent of Interpool the Control Party and, if any Class A Obligations remain outstanding, the Note Insurer and prior written notice to the Rating Agencies and the Trustee. The Issuer shall not make any investment in any Person through the direct or indirect holding of securities or otherwise other than in Eligible Investments. The Issuer shall not declare or pay any dividends, except out of funds released to it under Section 13.03. The Issuer will not have any of its Affiliates indebtedness guaranteed by the Partnership or subsidiaries (any Affiliate of the Partnership. Furthermore, the Issuer will not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of the Partnership and the Issuer will not engage in any transactions with the Partnership, except as expressly contemplated by the Transaction Documents and on an arm’s-length basis. The Issuer will not hold the Partnership out to third parties as other than an entity with respect assets and liabilities distinct from the Issuer. The Issuer will cause any financial statements consolidated with those of the Partnership to Interpool in its capacity as Servicer or TLI in its capacity as subservicer), (vi) maintain a separate office from that of Interpool and any other Affiliate or subsidiary of Interpool (which office may be at the same address provided state that the Issuer and Interpool or such Affiliate or subsidiary of Interpool (as the case may be) have is a written agreement specifying a reasonable allocation of expenses separate corporate entity with respect to overhead and shared costs with respect to such shared premises), (vii) conduct all of its business correspondence in its own name, (viii) not act as an agent of Interpool or any Affiliate or subsidiary of Interpool, (ix) maintain at all timesseparate creditors who, in the case any liquidation of the Issuer, at least one independent member (as provided in its operating agreement), (x) maintain adequate capitalization in light of its business purposes and (xi) conduct all of its business (whether written or oral) solely in its own name. (c) The Issuer further represents and covenants that (i) the consolidated financial statements of Interpool reflect the separate corporate existence will be entitled to be satisfied out of the Issuer, (ii) no other Affiliate or subsidiary of Interpool pays ’s assets prior to any value in the Issuer becoming available to the Issuer’s expenses, guarantees equity holders. The Issuer will not act in any other matter that could foreseeably mislead others with respect to the Issuer’s obligations separate identity. Without the prior written consent of the Control Party, the Issuer will not, nor will it permit or advances funds allow others to, amend, modify, terminate or waive any provision of any Contract Assets, except to the Issuer for payment of expenses and (iii) none of Interpool, TLIextent otherwise expressly permissible under the Transaction Documents. Notwithstanding the foregoing, the Trust and their respective Affiliates and subsidiaries acts as an agent Servicer may, without the prior written consent of the Control Party, waive any assumption fees, late payment charges, charges for checks returned for insufficient funds, or other fees which may be collected in the ordinary course of servicing the Contracts. The Issuer shall take such actions as the Trustee (at the direction of the Control Party) shall request to enforce the Issuer’s rights under the Contracts, except Interpool and, at any time during which a Default shall have occurred and be continuing, shall take such actions as are necessary to enable the Trustee (at the direction of the Control Party) to exercise such rights in the Trustee’s own name. On or before May 15 of each year, so long as any of the Notes are Outstanding, the Issuer shall furnish to the Note Insurer, the Trustee and each Noteholder, an Officer’s Certificate confirming that the Issuer is in compliance with its capacity as Servicer or TLI as subservicerobligations under this Section 12.02(i).

Activities of the Issuer. (a) The Issuer shall not engage in any activities or enter into any transactions other than (i) shall engage in only (A) the acquisition acquisition, ownership, leasing, selling and disposition pledging of the property acquired by the Issuer pursuant to the Contract Acquisition Agreement and the Underlying Note Purchase Agreements, and causing the issuance of, any SUBI Certificate or any other SUBI and any other item of Collateral, (ii) issuing receiving and selling the Notes and pledging the Collateral issued pursuant to this Indenture, Indenture and (iiiB) the transactions contemplated by, and the activities expressly authorized pursuant to (or contemplated by) the terms of, each Qualified Currency Hedge, each Interest Rate Hedge Agreement and the Servicing Agreement, (iv) the transactions contemplated by the Relevant Documents and (v) engaging in exercise of any lawful act or activity and exercising any power that is incidental and is necessary and convenient to the foregoing which is powers permitted to limited liability companies organized under the laws limited liability company law of Delaware. With respect the State of its formation which are incidental to the transactions foregoing or necessary to accomplish the foregoing and the Issuer shall incur no debt other than trade payables and expense accruals in connection with its operations in the normal course of business and other than as contemplated by the Relevant Documents and to the extent, and only to such extent, that the Issuer has the right under the Relevant Documents to prohibit the Trust from taking certain actions, the Issuer Transaction Documents; (ii) shall not permit the Trust to engage in any activities other than such activities, and exercising such other powers, as are provided in Section 1.2 of the Trust Agreement and are necessary or appropriate to carry out the foregoing activities in accordance with the terms and conditions of the Trust Agreement and the other Relevant Documents to which it is a party. (b) In addition, the Issuer shall, and shall cause the Trust to (to the extent and only to the extent the Issuer has the right or power to require the Trust to take such action) (iA) maintain its books books, records and records cash management accounts separate from the books and records and cash management accounts of any other entityPerson and in accordance with generally accepted accounting principles (except as otherwise permitted under the Transaction Documents with respect to the Operating Account), (iiB) maintain separate bank accountsaccounts and, (iii) except as permitted for a limited period of time between receipt by the Lockbox Intercreditor Originator or the Servicer of certain payments on 63 the Contracts and the underlying proceeds as specified in the Servicing Agreement and the other Relevant Agreement Regarding Operating Account, or as otherwise provided in the Transaction Documents, not commingle its ensure that no funds or assets of the Issuer shall be commingled with those of the Originator, the Servicer or any other Person, except for any commingling (C) keep in full effect its existence, rights and franchises as a limited liability company under the laws of Collections with its State of formation, and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, including all of its licenses, permits, governmental approvals, rights and privileges necessary in the normal conduct of its business as now conducted or presently proposed to be conducted; (D) observe all procedures required by its Certificate of Formation, its Limited Liability Company Agreement and the laws of the State of its formation (E) maintain its good standing under the laws of the State of its formation, (F) keep correct and complete books and records of account and minutes of meeting and other payments received proceedings of its board of managers and members, (G) obtain proper authorization from its members or managers, as appropriate, and act solely in its own name and through its duly authorized officers and agents in the conduct of its business, (H) reflect in its financial statements that the Series Assets have been sold and assigned to the Issuer and that the Series Assets have been Granted by the Servicer or Issuer to the Indenture Trustee and that the assets of the Issuer are not available to pay the creditors of the Originator, (I) maintain a separate telephone number and stationery reflecting a separate address and identity from that of the Originator; and (iii) shall not (A) dissolve or liquidate in whole or in part, (B) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C) make any capital expenditures, (D)(1) commence any case, proceeding or other action under any Contracts that may occur from and including the date payments on existing or future bankruptcy, insolvency or similar law seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the Contracts are received by the Servicer to and including the date such funds are segregated and deposited into the Collection Account benefit of creditors, or (4) take any action in accordance with the terms and conditions furtherance of, or consenting or acquiescing in, any of the Relevant Documentsforegoing, (ivE) not guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F) merge or consolidate with any other Person except as provided in subsection (o) of this Section 11.02, (G) engage in any other action that would cause bears on whether the separate legal identity of not to the Issuer shall be respected, including, including without limitation (A1) holding itself out as being liable for the debts of any other Person party or (B2) acting other than in its company name and through its duly authorized representatives officers or agents, or (vH) manage create, incur, assume, or in any manner become liable in respect of, any indebtedness other than as contemplated by the Transaction Documents and other than trade payables and expense accruals incurred in the ordinary course of business and which are incidental to its day-to-day business affairs purpose. The Issuer shall not amend any article in its Certificate of Formation or Limited Liability Company Agreement that deals with any matter discussed above without the involvement prior written consent of Interpool the Majority Holders. On or before April 15 of each year, so long as any of its Affiliates or subsidiaries (other than with respect the Notes are Outstanding, the Issuer shall furnish to Interpool in its capacity as Servicer or TLI in its capacity as subservicer)each Noteholder and the Indenture Trustee, (vi) maintain a separate office from that of Interpool and any other Affiliate or subsidiary of Interpool (which office may be at the same address provided an Officer's Certificate confirming that the Issuer and Interpool or such Affiliate or subsidiary of Interpool (as the case may be) have a written agreement specifying a reasonable allocation of expenses has complied with respect to overhead and shared costs with respect to such shared premisesits obligations under this Section 11.02(i), (vii) conduct all of its business correspondence in its own name, (viii) not act as an agent of Interpool or any Affiliate or subsidiary of Interpool, (ix) maintain at all times, in the case of the Issuer, at least one independent member (as provided in its operating agreement), (x) maintain adequate capitalization in light of its business purposes and (xi) conduct all of its business (whether written or oral) solely in its own name. (c) The Issuer further represents and covenants that (i) the consolidated financial statements of Interpool reflect the separate corporate existence of the Issuer, (ii) no other Affiliate or subsidiary of Interpool pays the Issuer’s expenses, guarantees the Issuer’s obligations or advances funds to the Issuer for payment of expenses and (iii) none of Interpool, TLI, the Trust and their respective Affiliates and subsidiaries acts as an agent of the Issuer, except Interpool in its capacity as Servicer or TLI as subservicer.