Operations through Subsidiaries Sample Clauses

Operations through Subsidiaries. The Borrower shall not conduct any of its operations through Subsidiaries unless: (a) such Subsidiary executes a Guaranty substantially in the form of Exhibit G guaranteeing payment of the Obligations, accompanied by an opinion of counsel to the Subsidiary addressed to the Administrative Agent and the Banks as to the due authorization, execution, delivery and enforceability of the Guaranty; (b) such Subsidiary agrees not to incur any Indebtedness other than (i) trade debt and (ii) Acquired Debt permitted by Section 7.05; (c) the Consolidated Cash Flow of such Subsidiary, when added to Consolidated Cash Flow of all other Subsidiaries for any fiscal year, shall not exceed 10% of the Consolidated Cash Flow of the Borrower and its Subsidiaries for such fiscal year; and (d) the value of the assets of such Subsidiary, when added to the value of the assets of all other Subsidiaries for any fiscal year, shall not exceed 10% of the consolidated value of the assets of the Borrower and its Subsidiaries for such fiscal year, as determined in accordance with GAAP.

Operations through Subsidiaries. A. Subject to the terms and conditions of this Exhibit D, the Company may designate any Subsidiary of the Company to (i) be a Participating Subsidiary under this Indenture, (ii) engage in the Leasing Business, and (iii) obtain funds from the Operating Account for Allowed Payments on and subject to the same terms and conditions under which the Company may withdraw or apply funds from the Operating Account for Allowed Payments. A Subsidiary engaged in the Leasing Business which is designated by the Company pursuant to the preceding sentence will become and be a Particpating Subsidiary entitled to all benefits and rights of a Participating Subsidiary under this Exhibit D and the Funding Provisions upon satisfaction of the following terms and conditions: (i) The subject Subsidiary (A) shall have been duly and validly formed and organized and shall be in existence; (B) shall be engaged in the Leasing Business as its principal business; and (C) shall have obtained all licenses, permits and governmental approvals, if any (1) necessary to comply with the laws of each jurisdiction in which it carries out and conducts its Leasing Business, (2) necessary to perform its obligations as a Permitted Subsidiary under this Indenture and the Servicing Agreement with respect to its Leasing Business and each Contract originated or acquired by such Participating Subsidiary in connection with its Leasing Business, (3) necessary to maintain the enforceability of each Contract originated or acquired by such Participating Subsidiary in connection with its Leasing Business and the security interest granted under this Indenture and the applicable Subsidiary Agreement in the related Leased Vehicle and to prevent each such Contract or any portion thereof from becoming void or voidable by the Obligor or any other person, and (4), if any Contract has been assigned to the subject Subsidiary incident to its Leasing Business, necessary for such assignment to be a lawful and binding assignment on the assignor and the Obligor. (ii) The subject Subsiary shall have executed and delivered to the Trustee a Subsidiary Agreement.