Common use of Maintenance of Office Clause in Contracts

Maintenance of Office. As of the Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC is located at its address set forth in Section 1307. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty and each Series Enhancer not less than thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each Hedge Counterparty or each Series Enhancer may reasonably request, (ii) not less than fifteen (15) days prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Hedge Counterparty and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Series Enhancer, each Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) the Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As The principal place of business and chief executive office of the Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC Issuer is located at its address set forth in Section 1307Xxx Xxxxxxx Xxxxx, Park Ridge, New Jersey 07656. The Issuer shall at all times maintain its principal place of business or chief executive office within the United States, and shall not establish a new location (within the United States) for its principal place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent, each Interest Rate Hedge Counterparty Provider and each Series Enhancer not less than thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Transition Agent, the Lead Deal Agent, each Interest Rate Hedge Counterparty Provider or each Series Enhancer may reasonably request, and (ii) not less than fifteen five (155) days days’ prior to the effective date of such relocation, the Issuer shall have taken, at its own costcost (including payment of all registration fees), all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative each Deal Agent, each Interest Rate Hedge Counterparty Provider and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trusteetogether with an Opinion of Counsel, the Administrative Agent, each Series Enhancer, each Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel reasonably satisfactory to the Requisite Global Majority, stating that, after giving to the effect to that such change of location: (A) location does not impair either the Seller and perfection or priority of the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated Indenture Trustee’s security interest in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United StatesCollateral.

Maintenance of Office. As (a) The chief executive office of the Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC ICI is located at c/o GSS Holdings (ICI), Inc., 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000, and ICI has not had any other chief executive office or principal place of business for the immediately preceding five (5) years and has not kept its address set forth books and records in Section 1307any other office or place for the immediately preceding five (5) years. The Issuer ICI shall not establish a new place of business or location for its chief executive office or change its organize under the laws of another jurisdiction of formation unless (i) the Issuer it shall provide have given to each of the ICI Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty Series Enhancer and each Series Enhancer ICI Control Party not less than thirty sixty (3060) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the ICI Indenture Trustee, the Administrative Agent, each Hedge Counterparty the Servicer or each Series Enhancer any ICI Control Party may reasonably request, and (ii) not less than fifteen (15) days prior to the effective date of such relocationchange of location and/or jurisdiction of organization, the Issuer it shall have taken, taken at its own cost, cost all action necessary so that such change of location and/or jurisdiction of organization, does not impair the security interest of the ICI Indenture Trustee in the ICI Collateral, the security interest of the ICF Indenture Trustee in the ICF Collateral, a Lessor Indenture Trustee in the collateral pledged under the related Lessor Indenture, or the perfection sale or transfer of the sale or contribution of the Containers Transferred Assets to the IssuerTrust, and shall have delivered to the ICI Indenture Trustee, the Administrative Agent, each Hedge Counterparty and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture TrusteeServicer, the Administrative Agent, each Series Enhancer, each Hedge Counterparty Enhancer and each Rating AgencyICI Control Party copies of all filings (including, one or more Opinions without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel Counsel, satisfactory to the Requisite Global MajorityICI Indenture Trustee, stating thatthe Servicer, after giving the Administrative Agent, each ICI Control Party and each Series Enhancer, to the effect to that such change of location: (A) location does not impair either the Seller and perfection or priority of the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated ICI Indenture Trustee’s security interest in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United StatesICI Collateral.

Maintenance of Office. As of the Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC is located at its address set forth in Section 1307. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Administrative Transition Agent, each Hedge Counterparty and each Series Enhancer not less than thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Transition Agent, each Hedge Counterparty or each Series Enhancer may reasonably request, (ii) not less than fifteen (15) days prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Transition Agent, each Hedge Counterparty and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Transition Agent, each Series Enhancer, each Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) the Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As of the Closing Date, the Issuer’s (a) The only “place of business” (within the meaning of Section 9-307 of the UCC UCC) of the Issuer is located at its address set forth in Section 1307Century House, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX XX, Bermuda. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction outside of formation Bermuda unless (i) the Issuer it shall provide each of have given to the Indenture Trustee, each Rating Agency, the Administrative Agent, each Interest Rate Hedge Counterparty Provider and each Series Enhancer not less than thirty sixty (3060) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each any Interest Rate Hedge Counterparty Provider or each any Series Enhancer may reasonably request, (ii) not less than fifteen (15) days days’ prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Counterparty Provider and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Series Enhancer, each Hedge Counterparty Enhancer and each Rating AgencyEligible Interest Rate Hedge Provider, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) none of the Seller Sellers and the Issuer will notwill, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the any Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As of the Initial Closing Date, the Issuer’s 's only “"place of business” " within the meaning of Section 9-307 of the UCC is located at its address set forth in Section 1307. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty and each Series Enhancer not less than thirty (30) days’ ' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each Hedge Counterparty or each Series Enhancer may reasonably request, (ii) not less than fifteen (15) days prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Hedge Counterparty and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Series Enhancer, each Eligible Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) the Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “"true sale” " in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As of the Closing Date, the Issuer’s (a) The only “place of business” (within the meaning of Section 9-307 of the UCC UCC) of the Issuer is located at its address set forth in Section 1307Clarendon House, 0 Xxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda. The Issuer shall not establish a new place of business or location for its chief executive office outside of Bermuda or change its the jurisdiction of formation its incorporation unless (i) the Issuer it shall provide each of have given to the Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty Agent and each Series Enhancer Interest Rate Hedge Provider not less than thirty sixty (3060) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each Agent or any Interest Rate Hedge Counterparty or each Series Enhancer Provider may reasonably request, (ii) not less than fifteen (15) days days’ prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Hedge Counterparty Agent and each Series Enhancer Interest Rate Hedge Provider copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Series Enhancer, each Eligible Interest Rate Hedge Counterparty Provider and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) none of the Seller Sellers and the Issuer will notwill, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As of the Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC is located at its address set forth in Section 1307. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty and each Series Enhancer not less than thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each Hedge Counterparty or each Series Enhancer may reasonably request, (ii) not less than fifteen (15) days prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Hedge Counterparty and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Series Enhancer, each Eligible Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) the Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As of the Closing Date, the Issuer’s (a) The only “place of business” (within the meaning of Section 9-307 of the UCC UCC) of the Issuer is located at its address set forth in Section 1307Clarendon House, 0 Xxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda. The Issuer shall not establish a new place of business or location for its chief executive office outside of Bermuda or change its the jurisdiction of formation its incorporation unless (i) the Issuer it shall provide each of have given to the Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty Agent and each Series Enhancer Interest Rate Hedge Provider not less than thirty sixty (3060) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each Agent or any Interest Rate Hedge Counterparty or each Series Enhancer Provider may reasonably request, (ii) not less than fifteen (15) days days’ prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Hedge Counterparty Agent and each Series Enhancer Interest Rate Hedge Provider copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Series Enhancer, each Eligible Interest Rate Hedge Counterparty Provider and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) the Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As of the Closing Date, the Issuer’s (a) The only “place of business” (within the meaning of Section 9-307 of the UCC UCC) of the Issuer is located at its address set forth in Section 1307Xxxxxxx Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX XX, Bermuda. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction outside of formation Bermuda unless (i) the Issuer it shall provide each of have given to the Indenture Trustee, each Rating Agency, the Administrative Agent, each Interest Rate Hedge Counterparty Provider and each Series Enhancer not less than thirty sixty (3060) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each any Interest Rate Hedge Counterparty Provider or each any Series Enhancer may reasonably request, (ii) not less than fifteen (15) days days’ prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Counterparty Provider and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the 119711828\V-7 Administrative Agent, each Series Enhancer, each Hedge Counterparty Enhancer and each Rating AgencyEligible Interest Rate Hedge Provider, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) none of the Seller Sellers and the Issuer will notwill, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the any Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As The chief executive office of the Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC Issuer is located at its address set forth in Section 1307000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer it shall provide each of have given to the Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty Agent and each Series Enhancer not less than thirty (30) days’ ' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each Hedge Counterparty Trustee or each any Series Enhancer may reasonably request, and (ii) not less than fifteen (15) days prior with respect to the effective date of such relocationnew location, the Issuer it shall have taken, taken at its own cost, cost all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers to the IssuerIssuer of any Eligible Engine, the related Lease Agreements or any other Related Asset, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Hedge Counterparty Trustee and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered together with an Opinion of Counsel, satisfactory to the Indenture TrusteeTrustee and the Series Enhancers, the Administrative Agent, each Series Enhancer, each Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to that such change of location: (A) the Seller location does not impair such security interest and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United Statesperfection.

Maintenance of Office. As of the Initial Closing Date, the Issuer’s 's only “"place of business” " within the meaning of Section 9-307 of the UCC is located at its address set forth in Section 1307. The Issuer shall not establish a new place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent, each Interest Rate Hedge Counterparty and each Series Enhancer not less than thirty (30) days’ ' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Counterparty or each Series Enhancer may reasonably request, (ii) not less than fifteen (15) days prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Counterparty and each Series Enhancer copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Series Enhancer, each Eligible Interest Rate Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) the Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “"true sale” " in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. As The principal place of business and chief executive office of the Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC Issuer is located at its address set forth in Section 1307Xxx Xxxxxxx Xxxxx, Park Ridge, New Jersey 07656. The Issuer shall at all times maintain its principal place of business or chief executive office within the United States, and shall not establish a new location (within the United States) for its principal place of business or location for its chief executive office or change its jurisdiction of formation unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent, each Hedge Counterparty Agency and each Series Enhancer Interest Rate Hedge Provider not less than thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative AgentTransition Manager, each the Lead Deal Agent or any Interest Rate Hedge Counterparty or each Series Enhancer Provider may reasonably request, and (ii) not less than fifteen five (155) days days’ prior to the effective date of such relocation, the Issuer shall have taken, at its own costcost (including payment of all registration fees), all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Issuer Containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative each Deal Agent, each Interest Rate Hedge Counterparty and each Series Enhancer Provider copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trusteetogether with an Opinion of Counsel, the Administrative Agent, each Series Enhancer, each Hedge Counterparty and each Rating Agency, one or more Opinions of Counsel reasonably satisfactory to the Requisite Global Majority, stating that, after giving to the effect to that such change of location: (A) location does not impair either the Seller and perfection or priority of the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated Indenture Trustee’s security interest in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Transaction Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United StatesCollateral.