Common use of Duties of Manager Clause in Contracts

Duties of Manager. (a) Duties with Respect to the Indenture and the Depository Agreement. Manager shall perform all of its duties as Manager and the duties of Issuer and Trustee under the Depository Agreement. In addition, Manager shall consult with Trustee regarding the duties of Issuer and Trustee under the Indenture and the Depository Agreement. Manager shall monitor the performance of Issuer and shall advise Trustee when action is necessary to comply with Issuer's or Trustee's duties under the Indenture and the Depository Agreement. Manager shall prepare for execution by Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of Issuer or Trustee to prepare, file or deliver pursuant to the Indenture or the Depository Agreement. In furtherance of the foregoing, Manager shall take all appropriate action that is the duty of Issuer or Trustee to take pursuant to the Indenture or the Depository Agreement, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) the preparation of all Officer's Certificates and Opinions of Counsel with respect to any requests by Issuer to Indenture Trustee to take any action under the Indenture (Section 1.2); (ii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to Indenture Trustee (Section 2.2); (iii) the duty to cause the Note Register to be kept and to give Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.3); (iv) the review of evidence of the destruction, loss or theft of any Notes and the preparation or obtaining of documents or instruments required for the authentication of replacement Notes and the delivery of same to Indenture Trustee (Section 2.4); (v) the furnishing to Indenture Trustee with the names and addresses of Noteholders during any period when Indenture Trustee is not the Note Registrar (Section 2.11); (vi) the preparation of Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 3.1(c)); (vii) the preparation and delivery of Issuer Requests for the release of Leases and interests in the related Equipment from the lien of the Indenture (Section 4.3); (viii) the compliance with any written directive of Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Sections 6.3 and 6.16); (ix) the delivery of any Noteholder waiver of an Event of Default to Indenture Trustee (Section 6.13); (x) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to Noteholders of notices with respect to such supplemental indentures (Sections 7.8, 7.9, 7.10, 9.1, 9.2 and 9.3); (xi) the determination of the need to appoint a co-trustee or separate trustee, the selection of such trustee, the preparation of all instruments and agreements necessary or proper for the appointment of such trustee and the preparation of all instruments and agreements necessary to accept the resignation or removal such trustee (Section 7.12); (xii) the notification of Indenture Trustee if the Notes become listed on any exchange (Section 7.15); (xiii) the maintenance of an office for registration of transfer or exchange of Notes (Section 8.2); (xiv) the duty to cause newly appointed Paying Agents, if any, to deliver to Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 8.3); (xv) the direction to the Paying Agents to deposit moneys with Indenture Trustee (Section 8.3); (xvi) the obtaining and preservation of Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 8.4); (xvii) the preparation and delivery of all documents, agreements, approvals, notices, Officer's Certificates, and Opinions of Counsel necessary for any merger or consolidation of Issuer (Section 8.4); (xviii) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 8.5 of the Indenture, necessary to protect the Trust Estate (Section 8.5); (xix) the notification of Indenture Trustee and the Noteholders of a Servicer Default pursuant to the Pooling and Servicing Agreement (Section 8.7(d)); (xx) the delivery of notice to Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by Servicer or Transferor under the Pooling and Servicing Agreement and each default by ILC under the Contribution Agreement (Section 8.9); (xxi) the preparation, execution and filing with the Commission and Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Section 8.12); (xxii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiii) the monitoring of Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel relating thereto (Section 10.1);

Duties of Manager. (a) Duties with Respect Manager shall devote sufficient time to the Indenture duties and responsibilities required for the Depository Agreement. Manager shall prudent management of the Interests; and will at all times, faithfully, industriously, and to the best of its ability, experience and talents, perform all of its such duties as Manager and the responsibilities in a good and workmanlike manner. Management duties of Issuer and Trustee under the Depository Agreement. In addition, Manager shall consult with Trustee regarding the duties of Issuer and Trustee under the Indenture and the Depository Agreement. Manager shall monitor the performance of Issuer and shall advise Trustee when action is necessary to comply with Issuer's or Trustee's duties under the Indenture and the Depository Agreement. Manager shall prepare for execution by Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of Issuer or Trustee to prepare, file or deliver pursuant to the Indenture or the Depository Agreement. In furtherance of the foregoing, Manager shall take all appropriate action that is the duty of Issuer or Trustee to take pursuant to the Indenture or the Depository Agreement, includinginclude, without limitation, such the following services: (a) Performing accounting and billing functions; receiving, distributing and reporting income on at least a quarterly basis. (b) Performing the duties and obligations of Owner under the Operating Agreement. DALDMS/531734.3 (c) Preparing and/or responding to authorizations for expenditure (“AFEs”) relating to the Interests, and preparing, reviewing and responding to correspondence relating to the Interests; provided, however, that Manager shall not approve AFEs on behalf of Owner in amounts greater than $50,000 to the interest of Owner. (d) Approving expenditures relating to the Interests, for the interest of Owner, up to the gross amount of $50,000 for any one-month period. Manager agrees that it will not approve or incur expenditures in amounts in excess of the foregoing aforesaid amount without the prior written approval of Owner; provided, in case of explosion, fire, flood, blowout or other sudden emergency, Manager may take such reasonable steps and incur such reasonable expenses as in its opinion are required to deal with respect the emergency to the following matters (references in this Section are to sections of the Indenture): (i) the preparation of all Officer's Certificates safeguard life and Opinions of Counsel with respect to any requests by Issuer to Indenture Trustee to take any action under the Indenture (Section 1.2); (ii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to Indenture Trustee (Section 2.2); (iii) the duty to cause the Note Register to be kept property and to give Indenture Trustee notice of any appointment of a new Note Registrar comply with law and the location, or change in location, of the Note Register (Section 2.3); (iv) the review of evidence of the destruction, loss or theft of any Notes and the preparation or obtaining of documents or instruments required for the authentication of replacement Notes and the delivery of same to Indenture Trustee (Section 2.4); (v) the furnishing to Indenture Trustee with the names and addresses of Noteholders during any period when Indenture Trustee is not the Note Registrar (Section 2.11); (vi) the preparation of Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 3.1(c)); (vii) the preparation and delivery of Issuer Requests for the release of Leases and interests in the related Equipment from the lien of the Indenture (Section 4.3); (viii) the compliance with any written directive of Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Sections 6.3 and 6.16); (ix) the delivery of any Noteholder waiver of an Event of Default to Indenture Trustee (Section 6.13); (x) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to Noteholders of notices with respect to such supplemental indentures (Sections 7.8, 7.9, 7.10, 9.1, 9.2 and 9.3); (xi) the determination of the need to appoint a co-trustee or separate trustee, the selection of such trustee, the preparation of all instruments and agreements necessary or proper for the appointment of such trustee and the preparation of all instruments and agreements necessary to accept the resignation or removal such trustee (Section 7.12); (xii) the notification of Indenture Trustee if the Notes become listed on any exchange (Section 7.15); (xiii) the maintenance of an office for registration of transfer or exchange of Notes (Section 8.2); (xiv) the duty to cause newly appointed Paying Agents, if any, to deliver to Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 8.3); (xv) the direction to the Paying Agents to deposit moneys with Indenture Trustee (Section 8.3); (xvi) the obtaining and preservation of Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 8.4); (xvii) the preparation and delivery of all documents, agreements, approvals, notices, Officer's Certificatesregulation, and Opinions of Counsel necessary shall report the emergency to Owner as promptly as possible. Owner agrees to respond to Manager’s proposal for any merger or consolidation of Issuer (Section 8.4); (xviii) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, expenditures in accordance with Section 8.5 the time requirements of the Indenture, necessary Operating Agreement and any operating agreement under which Manager is not operator and that Manager shall have no liability for damages or losses resulting from Owner’s failure to protect the Trust Estate (Section 8.5);respond timely so long as Manager has timely provided such proposal to Owner. (xixe) Overseeing and supervising on behalf of Owner the notification overall operation of Indenture Trustee the Interests. (f) Submitting to Owner as promptly as is practicable, but not more than thirty (30) days after the end of each calendar quarter, a statement setting out the revenues, costs and expenses incurred during such month for the Noteholders Interests, along with payment of a Servicer Default pursuant Net Operating Cash Flow (as such term is hereinafter defined) attributable to the Pooling and Servicing Agreement (Section 8.7(d));Interests. (xxg) Marketing production from the delivery Interests upon terms no less attractive than Manager obtains for any of notice its owned production from the Interests; provided that, at no time shall production from the Interests be sold to Indenture Trustee an affiliate of Manager or Owner, and Manager shall not be permitted to enter into any advance payment contracts or contracts providing directly or indirectly for the Rating Agencies pre-sale of each Event production from the Interests (collectively, “Advance Payment Contracts”) other than in the nomination and sale of Default under natural gas for the Indenture and each default by Servicer month next following, without the prior written consent of Owner, which consent shall not be unreasonably withheld if such Advance Payment Contract will not have an adverse tax or Transferor under the Pooling and Servicing Agreement and each default by ILC under the Contribution Agreement (Section 8.9);economic impact upon Owner. (xxih) the preparation, execution Manager shall complete and filing with the Commission submit on behalf of Owner such incidental/and Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof reports and/or submissions as may be required by rules law, by regulation, or by order of local, state, and regulations prescribed byfederal regulatory agencies or bodies with jurisdiction (a) over the Interests, (b) the Commission use, ownership, operation or maintenance of the Interests, (c) Owner as owner of and Manager as manager of the transmission Interests, or (d) production from the Interests. (i) In the case of such summariesInterests operated by third parties as of the Effective Time, as necessary, Manager shall represent the interests of Owner pursuant to the Noteholders (Section 8.12); (xxii) terms of the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiii) the monitoring of Issuer's obligations operating agreement in effect as to said Interests and in conformance with the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel relating thereto (Section 10.1);covenants hereof.

Duties of Manager. (a) Duties with Respect to the Indenture and the Depository Agreement. Manager shall perform all of its duties as Manager and the duties of Issuer and Trustee under the Depository Agreement. In addition, Manager shall consult with Trustee regarding the duties of Issuer and Trustee under the Indenture and the Depository Agreement. Manager shall monitor the performance of Issuer and shall advise Trustee when action is necessary to comply with Issuer's or Trustee's duties under the Indenture and the Depository Agreement. Manager shall prepare for execution by Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of Issuer or Trustee to prepare, file or deliver pursuant to the Indenture or the Depository Agreement. In furtherance of the foregoing, Manager shall take all appropriate action that is the duty of Issuer or Trustee to take pursuant to the Indenture or the Depository Agreement, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) the preparation of all Officer's Certificates and Opinions of Counsel with respect to any requests by Issuer to Indenture Trustee to take any action under the Indenture (Section 1.2); (ii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to Indenture Trustee (Section 2.2); (iii) the duty to cause the Note Register to be kept and to give Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.3); (iv) the review of evidence of the destruction, loss or theft of any Notes and the preparation or obtaining of documents or instruments required for the authentication of replacement Notes and the delivery of same to Indenture Trustee (Section 2.4); (v) the furnishing to Indenture Trustee with the names and addresses of Noteholders during any period when Indenture Trustee is not the Note Registrar (Section 2.11); (vi) the preparation of Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 3.1(c)); (vii) the preparation and delivery of Issuer Requests for the release of Leases and interests in the related Equipment from the lien of the Indenture (Section 4.3); (viii) the compliance with any written directive of Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Sections 6.3 and 6.16); (ix) the delivery of any Noteholder waiver of an Event of Default to Indenture Trustee (Section 6.13); (x) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to Noteholders of notices with respect to such supplemental indentures (Sections 7.8, 7.9, 7.10, 9.1, 9.2 and 9.3); (xi) the determination of the need to appoint a co-trustee or separate trustee, the selection of such trustee, the preparation of all instruments and agreements necessary or proper for the appointment of such trustee and the preparation of all instruments and agreements necessary to accept the resignation or removal such trustee (Section 7.12); (xii) the notification of Indenture Trustee if the Notes become listed on any exchange (Section 7.15); (xiii) the maintenance of an office for registration of transfer or exchange of Notes (Section 8.2); (xiv) the duty to cause newly appointed Paying Agents, if any, to deliver to Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 8.3); (xv) the direction to the Paying Agents to deposit moneys with Indenture Trustee (Section 8.3); (xvi) the obtaining and preservation of Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 8.4); (xvii) the preparation and delivery of all documents, agreements, approvals, notices, Officer's Certificates, and Opinions of Counsel necessary for any merger or consolidation of Issuer (Section 8.4); (xviii) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 8.5 of the Indenture, necessary neces sary to protect the Trust Estate (Section 8.5); (xix) the notification of Indenture Trustee and the Noteholders of a Servicer Default pursuant to the Pooling and Servicing Agreement (Section 8.7(d)); (xx) the delivery of notice to Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by Servicer or Transferor under the Pooling and Servicing Agreement and each default by ILC under the Contribution Purchase Agreement (Section 8.9); (xxi) the preparation, execution and filing with the Commission and Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Section 8.12); (xxii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiii) the monitoring of Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel relating thereto (Section 10.1);

Duties of Manager. (a) Duties with Respect Subject to the Indenture general supervision of the Board, the Manager shall manage the investment operations of each Fund and the Depository Agreement. Manager shall perform all composition of its duties as Manager each Fund’s assets, including the purchase, retention and the duties of Issuer and Trustee under the Depository Agreementdisposition thereof. In additionthis regard, Manager shall consult with Trustee regarding the duties of Issuer and Trustee under the Indenture and the Depository Agreement. Manager shall monitor the performance of Issuer and shall advise Trustee when action is necessary to comply with Issuer's or Trustee's duties under the Indenture and the Depository Agreement. Manager shall prepare for execution by Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of Issuer or Trustee to prepare, file or deliver pursuant to the Indenture or the Depository Agreement. In furtherance of the foregoing, Manager shall take all appropriate action that is the duty of Issuer or Trustee to take pursuant to the Indenture or the Depository Agreement, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture):Manager: (i) shall provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information (“SAI”) included as part of the preparation Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of all Officer's Certificates and Opinions the assets of Counsel with respect to any requests by Issuer to Indenture Trustee to take any action under the Indenture (Section 1.2)each Fund will be invested or held uninvested as cash; (ii) shall provide periodic reports to the preparation Trust’s Board of or obtaining Trustees concerning the Manager’s discharge of its duties and responsibilities under this Agreement as the documents and instruments required for authentication Board of the Notes and delivery of the same to Indenture Trustee (Section 2.2)Trustees shall reasonably request; (iii) shall vote, or in accordance with the duty to Manager’s proxy voting policies, procedures and guidelines cause the Note Register to be kept voted, proxies, exercise consents, and exercise all other rights appertaining to give Indenture Trustee notice of any appointment of a new Note Registrar securities and assets held by each Fund in accordance with the location, or change in location, of voting policies and procedures approved by the Note Register (Section 2.3)Board; (iv) shall, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the review Manager as able to provide “best execution” of evidence such orders for the Funds. However, this responsibility shall not be deemed to obligate the Manager to solicit competitive bids for each transaction. The Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the 0000 Xxx) of the destructionManager except pursuant to the Trust’s Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. “Best execution” shall mean prompt and reliable execution at the most favorable securities price, loss taking into account the other provisions hereinafter set forth. Whenever the Manager places orders, or theft directs the placement of any Notes and the preparation or obtaining of documents or instruments required orders, for the authentication of replacement Notes and the delivery of same to Indenture Trustee (Section 2.4); (v) the furnishing to Indenture Trustee with the names and addresses of Noteholders during any period when Indenture Trustee is not the Note Registrar (Section 2.11); (vi) the preparation of Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 3.1(c)); (vii) the preparation and delivery of Issuer Requests for the release of Leases and interests in the related Equipment from the lien of the Indenture (Section 4.3); (viii) the compliance with any written directive of Indenture Trustee with respect to the purchase or sale of the Trust Estate portfolio securities on behalf of each Fund, in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Sections 6.3 and 6.16); (ix) the delivery of any Noteholder waiver of an Event of Default selecting brokers or dealers to Indenture Trustee (Section 6.13); (x) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to Noteholders of notices with respect to execute such supplemental indentures (Sections 7.8, 7.9, 7.10, 9.1, 9.2 and 9.3); (xi) the determination of the need to appoint a co-trustee or separate trusteeorders, the selection of such trusteeManager is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the preparation of all instruments Manager’s research and agreements necessary or proper for the appointment of such trustee and the preparation of all instruments and agreements necessary to accept the resignation or removal such trustee (Section 7.12); (xii) the notification of Indenture Trustee if the Notes become listed on any exchange (Section 7.15); (xiii) the maintenance of an office for registration of transfer or exchange of Notes (Section 8.2); (xiv) the duty to cause newly appointed Paying Agents, if any, to deliver to Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 8.3); (xv) the direction to the Paying Agents to deposit moneys with Indenture Trustee (Section 8.3); (xvi) the obtaining and preservation of Issuer's qualification to do business in each jurisdiction in which such qualification portfolio management capability generally. It is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 8.4); (xvii) the preparation and delivery of all documents, agreements, approvals, notices, Officer's Certificates, and Opinions of Counsel necessary for any merger or consolidation of Issuer (Section 8.4); (xviii) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, understood in accordance with Section 8.5 28(e) of Securities Exchange Act of 1934 Act, amended (“1934 Act”), that the IndentureManager may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, necessary to protect provided that the Trust Estate (Section 8.5); (xix) Manager determines in good faith that the notification amount of Indenture Trustee and the Noteholders of a Servicer Default pursuant commission charged was reasonable in relation to the Pooling and Servicing Agreement value of brokerage and/or research services (as defined in Section 8.7(d28(e)); (xx) the delivery of notice to Indenture Trustee and the Rating Agencies provided by such broker, viewed in terms either of each Event of Default under Fund or the Indenture and each default by Servicer or Transferor under the Pooling and Servicing Agreement and each default by ILC under the Contribution Agreement (Section 8.9); (xxi) the preparation, execution and filing with the Commission and Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, Manager’s overall responsibilities to the Noteholders (Section 8.12)Manager’s discretionary accounts; (xxii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiii) the monitoring of Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel relating thereto (Section 10.1);

Duties of Manager. During the Term, Manager will use its best efforts to provide the services specified in this Section 4, subject to the terms elsewhere in this Agreement: (a) Duties Services with Respect regard to both Net Leases and Full Service Leases: (A) if required, register or cause registration of the railcars with any Regulatory Authority having jurisdiction over the railcars and manage the railcars, including filing all ongoing reports, in conformance with all material applicable rules and regulations of the Regulatory Authorities. (B) lease the railcars during the Term and perform, on behalf of Owner, all of Owner’s obligations and duties arising under such Leases and enforce all material terms of all Leases that Manager, in its reasonable judgment, deems advisable to enforce. (C) invoice lessees, ensure that all rental payments, car hire and mileage allowances issued by a railroad (“Mileage Credits”) and any other revenues under any Lease due Owner are timely paid to Manager and timely remitted to Owner, and account for and remit all sums due to Owner, with all funds received (including without limitation mileage allowances or comparable funds) with respect to the Indenture railcars being handled in accordance with Section 7.4. (D) at the request of Owner or in the reasonable judgment of Manager, perform inspections of railcars at the end of or during the term of the relevant Leases, including at the end of the term of the Current Leases, to determine compliance with return or other provisions of the Leases, terminate Leases and recover possession of railcars and enforce all rights of Owner, including the return provisions for the railcars under the Leases and the Depository Agreement. Manager shall perform payment of all of its duties as Manager and the duties of Issuer and Trustee amounts owed under the Depository Agreement. In addition, Manager shall consult Leases or otherwise with Trustee regarding respect to the duties of Issuer and Trustee under the Indenture and the Depository Agreement. Manager shall monitor the performance of Issuer and shall advise Trustee when action is necessary to comply with Issuer's or Trustee's duties under the Indenture and the Depository Agreement. Manager shall prepare for execution by Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions railcars as it shall be appropriate or advisable in the duty reasonable judgment of Issuer or Trustee to prepare, file or deliver pursuant Manager. (E) maintain complete and accurate records relating to the Indenture or the Depository Agreement. In furtherance management of the foregoing, Manager shall take all appropriate action that is the duty of Issuer or Trustee to take pursuant to the Indenture or the Depository Agreement, railcars (including, without limitation, such repairs, maintenance, mileage and registration of the foregoing as are required with respect railcars) and revenues and expenses attributable to the following matters (references in this Section are to sections of the Indenture): (i) the preparation of all Officer's Certificates railcars and Opinions of Counsel with respect to any requests make such records available for reasonable inspection by Issuer to Indenture Trustee to take any action under the Indenture (Section 1.2); (ii) the preparation of or obtaining of the documents Owner upon advance notice and instruments required for authentication of the Notes and delivery of the same to Indenture Trustee (Section 2.2); (iii) the duty to cause the Note Register to be kept and to give Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.3); (iv) the review of evidence of the destruction, loss or theft of any Notes and the preparation or obtaining of documents or instruments required for the authentication of replacement Notes and the delivery of same to Indenture Trustee (Section 2.4); (v) the furnishing to Indenture Trustee with the names and addresses of Noteholders during any period when Indenture Trustee is not the Note Registrar (Section 2.11); (vi) the preparation of Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 3.1(c)); (vii) the preparation and delivery of Issuer Requests for the release of Leases and interests in the related Equipment from the lien of the Indenture (Section 4.3); (viii) the compliance with any written directive of Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Sections 6.3 and 6.16); (ix) the delivery of any Noteholder waiver of an Event of Default to Indenture Trustee (Section 6.13); (x) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to Noteholders of notices with respect to such supplemental indentures (Sections 7.8, 7.9, 7.10, 9.1, 9.2 and 9.3); (xi) the determination of the need to appoint a co-trustee or separate trustee, the selection of such trustee, the preparation of all instruments and agreements necessary or proper for the appointment of such trustee and the preparation of all instruments and agreements necessary to accept the resignation or removal such trustee (Section 7.12); (xii) the notification of Indenture Trustee if the Notes become listed on any exchange (Section 7.15); (xiii) the maintenance of an office for registration of transfer or exchange of Notes (Section 8.2); (xiv) the duty to cause newly appointed Paying Agents, if any, to deliver to Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 8.3); (xv) the direction to the Paying Agents to deposit moneys with Indenture Trustee (Section 8.3); (xvi) the obtaining and preservation of Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 8.4); (xvii) the preparation and delivery of all documents, agreements, approvals, notices, Officer's Certificates, and Opinions of Counsel necessary for any merger or consolidation of Issuer (Section 8.4); (xviii) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 8.5 of the Indenture, necessary to protect the Trust Estate (Section 8.5); (xix) the notification of Indenture Trustee and the Noteholders of a Servicer Default pursuant to the Pooling and Servicing Agreement (Section 8.7(d)); (xx) the delivery of notice to Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by Servicer or Transferor under the Pooling and Servicing Agreement and each default by ILC under the Contribution Agreement (Section 8.9); (xxi) the preparation, execution and filing with the Commission and Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Section 8.12); (xxii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiii) the monitoring of Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel relating thereto (Section 10.1);6.

Duties of Manager. (a) Duties with Respect to the Indenture and the Depository AgreementREIT Agreements. Manager shall perform all of its duties as Manager and the duties and obligations of Issuer and Trustee the REIT under the Depository Agreementagreements listed on Schedule I hereto (collectively, the "REIT Agreements"); provided, however, that Manager shall have no obligation to make or advance any payment required to be made by the REIT under any of the REIT Agreements or otherwise or to make or advance any payment in respect of the REIT's Series A Preferred Stock. In additionfurtherance of the foregoing, Manager shall consult with Trustee the REIT regarding the its duties of Issuer and Trustee obligations under the Indenture and REIT Agreements. The REIT's Board of Directors or the Depository Agreement. Manager REIT's officers, at the direction of the REIT's Board of Directors, shall monitor the performance of Issuer the Manager and shall advise Trustee the Manager when action is necessary or appropriate in order for the REIT to comply with Issuer's or Trustee's its duties and obligations under any of the Indenture and the Depository AgreementREIT Agreements. Manager shall prepare for execution by Issuer the REIT or shall cause or arrange for the preparation by other appropriate persons or entities of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty or obligation of Issuer or Trustee the REIT to prepare, file or deliver pursuant to the Indenture REIT Agreements. (b) Duties with Respect to the REIT. Manager further agrees to take or cause or arrange for other appropriate persons or entities to take all such other actions that it, in the Depository Agreement. In furtherance exercise of its good faith judgment, believes is necessary or appropriate for the management or administration of the foregoingREIT's business and affairs. Notwithstanding anything to the contrary in this Agreement, Manager shall not take all appropriate any action that is the duty REIT directs Manager not to take. Manager shall consult with the Board of Issuer or Trustee Directors and the officers of the REIT and shall, at the request of the Board of Directors and/or the officers of the REIT, furnish advice and recommendations with respect to take pursuant all aspects of the business and affairs of the REIT. Subject to the Indenture or control and discretion of, and at the Depository Agreementrequest of, the Board of Directors, the Manager shall: (i) administer the day-to-day operations and affairs of the REIT, including, without limitation, such the performance or supervision of the foregoing as are required with respect to the following matters (references functions described in this Section are to sections of the Indenture): (i) the preparation of all Officer's Certificates and Opinions of Counsel with respect to any requests by Issuer to Indenture Trustee to take any action under the Indenture (Section 1.2)1; (ii) monitor the preparation of or obtaining credit quality of the documents and instruments required for authentication of real estate mortgage assets held by the Notes and delivery of the same to Indenture Trustee (Section 2.2)REIT; (iii) advise the duty REIT with respect to cause the Note Register to be kept acquisition, management, financing and to give Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, disposition of the Note Register (Section 2.3)REIT's real estate mortgage assets; (iv) represent the review of evidence REIT in its day-to-day dealings with persons with whom the REIT interacts, including, without limitation, stockholders of the destructionREIT, loss or theft the transfer agent of any Notes the REIT, consultants, accountants, attorneys, servicers of the REIT's mortgage loans, custodians, insurers and the preparation or obtaining of documents or instruments required for the authentication of replacement Notes and the delivery of same to Indenture Trustee (Section 2.4)banks; (v) establish and provide necessary services for the furnishing to Indenture Trustee with the names REIT, including executive, administrative, accounting, stockholder relations, secretarial, recordkeeping, copying, telephone, mailing and addresses of Noteholders during any period when Indenture Trustee is not the Note Registrar (Section 2.11)distribution facilities; (vi) maintain communications and relations with the preparation stockholders of Issuer Orders the REIT, including, but not limited to, responding to inquiries, proxy solicitations, providing reports to stockholders and arranging and coordinating all other actions necessary with respect to investment and reinvestment meetings of funds in the Trust Accounts (Section 3.1(c))stockholders; (vii) monitor and supervise the preparation and delivery performance of Issuer Requests all parties who have contracts to perform services for the release REIT, provided that Manager shall have no duty to assume the obligations or guarantee the performance of Leases and interests in the related Equipment from the lien of the Indenture (Section 4.3)such parties under such contracts; (viii) arrange for the compliance with any written directive execution and delivery of Indenture Trustee with respect to such documents and instruments by the sale officers of the Trust Estate REIT as may be required in a commercially reasonable manner if an Event order to perform the functions herein described and to take any other required action contemplated by the terms of Default shall have occurred and be continuing (Sections 6.3 and 6.16)this Agreement; (ix) maintain proper books and records of the delivery REIT's affairs and furnish or cause to be furnished to the Board of any Noteholder waiver Directors such periodic reports and accounting information as may be required from time to time by the Board of an Event Directors, including, but not limited to, quarterly reports of Default to Indenture Trustee (Section 6.13)all income, expenses and distributions of the REIT; (x) consult and work with legal counsel for the preparation REIT in implementing REIT decisions and undertaking measures consistent with all pertinent federal, provincial and local laws and rules or regulations of Issuer Orders governmental or quasi-governmental agencies, including, but not limited to, federal and state securities laws and tax laws, as it relates to the REIT's qualification, and the obtaining maintenance of Opinions of Counsel with respect to the execution of supplemental indentures its qualification, as a REIT, and the mailing to Noteholders regulations promulgated under each of notices with respect to such supplemental indentures (Sections 7.8, 7.9, 7.10, 9.1, 9.2 and 9.3)the foregoing; (xi) take any action which, in Manager's judgment or the determination judgment of the need to appoint a co-trustee or separate trusteeBoard of Directors (of which Manager has received written notice), the selection of such trustee, the preparation of all instruments and agreements necessary or proper for the appointment of such trustee and the preparation of all instruments and agreements may be necessary to accept maintain the resignation qualification of the REIT as a real estate investment trust or removal such trustee (Section 7.12)prevent the violation of any law or regulation of any governmental body or agency having jurisdiction over the REIT or its securities; (xii) refrain from any action which, in Manager's reasonable judgment or in the notification judgment of Indenture Trustee if the Notes become listed on Board of Directors (of which Manager has received written notice), may adversely affect the qualification of the REIT as a real estate investment trust or which would violate any exchange (Section 7.15)laws, rule or regulation of any governmental body or agency having jurisdiction over the REIT or its securities, or which would otherwise not be permitted by the charter or by-laws of the REIT; (xiii) consult and work with accountants for the maintenance REIT in connection with the preparation of an office for registration of transfer or exchange of Notes (Section 8.2)financial statements, annual reports and tax returns; (xiv) prepare and distribute, in consultation with the duty accountants for the REIT, annual reports to cause newly appointed Paying Agents, if any, to deliver to Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 8.3)stockholders which will contain audited financial statements; (xv) the direction furnish reports to the Paying Agents Board of Directors and provide research, economical and statistical data in connection with the REIT's investments; and as reasonably requested by the REIT, make reports to deposit moneys the REIT of its performance of the foregoing services and furnish advice and recommendations with Indenture Trustee (Section 8.3);respect to other aspects of the business of the REIT. (xvic) Duties with Respect to the obtaining REIT's Policies. Manager shall, at all times in connection with the performance and preservation observance of Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect its duties and obligations under this Agreement, refrain from taking any actions that would prevent the validity and enforceability REIT from complying with the policies adopted by the Board of Directors of the IndentureREIT, as they may be amended, supplemented or otherwise modified by the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 8.4); (xvii) the preparation and delivery Board of all documents, agreements, approvals, notices, Officer's Certificates, and Opinions of Counsel necessary for any merger or consolidation of Issuer (Section 8.4); (xviii) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 8.5 Directors of the Indenture, necessary REIT at any time or from time to protect the Trust Estate (Section 8.5); (xix) the notification of Indenture Trustee and the Noteholders of a Servicer Default pursuant to the Pooling and Servicing Agreement (Section 8.7(d)); (xx) the delivery time. Upon its receipt of notice to Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by Servicer thereof, Manager shall thereupon comply with such policies as so amended, supplemented or Transferor under the Pooling and Servicing Agreement and each default by ILC under the Contribution Agreement (Section 8.9); (xxi) the preparation, execution and filing with the Commission and Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Section 8.12); (xxii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiii) the monitoring of Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel relating thereto (Section 10.1);modified.