Common use of Special Purpose Covenants Clause in Contracts

Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor: (a) No Obligor shall have any employees. (b) No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto. (c) No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, (ii) Indebtedness under the Related Contracts and the Loan Documents, (iii) Indebtedness under Intra Group Loans. (d) No Obligor (other than the Guarantor) shall principally engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto. (e) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts. (f) No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner. (g) No Obligor shall be party to any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date.

Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 10.3 shall be deemed, for this Section only, to exclude the Guarantor: (a) No Obligor shall have any employees. (b) No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making issuance of Loans the Notes or otherwise as permitted by the Loan Financing Documents and activities ancillary thereto. (c) No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, (ii) Indebtedness under the Related Contracts and the Loan Financing Documents, (iii) Indebtedness under Intra Group LoansLoans and (iv) Additional Secured Debt. (d) No Obligor (other than the Guarantor) shall principally engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto. (e) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts. (f) No Obligor shall create or own any Subsidiary except, in the case of the BorrowerCompany, any Vessel Owner. (g) No Obligor shall be party to any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the latest Maturity DateDate of any Series of Notes.

Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor: (a) No Obligor shall have principally engage in any employeesmaterial line of business substantially different to that with which it is engaged on the Closing Date or any similar, related, incidental, ancillary or complimentary businesses thereto (including the direct or indirect ownership, operation, maintenance and leasing of power generating assets and any business incidental or related thereto), unless such business is approved by the Administrative Agent (acting on the instructions of the Required Lenders). (b) No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto. (c) No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral VesselsAssets, or otherwise in the normal course of businessbusiness provided the Indebtedness incurred pursuant to this clause (i) shall not exceed $25,000,000 at any time outstanding, (ii) Indebtedness under the Related Contracts and the Loan Documentsany Additional Secured Debt, (iii) Indebtedness under Intra Group Loans. Third Party Letters of Credit not to exceed $30,000,000 at any time outstanding (d) No Obligor (other than provided that Third Party Letters of Credit that are backstopped by letters of credit issued under the Guarantor) shall principally engage in any business other than the direct Program Debt or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor are cash collateralized shall not principally engage in any business other than the direct or indirect ownership, operation be counted toward such Dollar limit) and chartering of seagoing vessels and any business incidental or related thereto. (eiv) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts. (f) No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner. (g) No Obligor shall be party Indebtedness pursuant to any Intra Group Loan Agreement unless the lender under Agreement; provided such Intra Group Loan Agreement has fully shall be subordinated its rights thereunder to the Obligations and provided provide certain other undertakings in accordance with Section section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date; provided further, notwithstanding the forgoing, any Indebtedness under an Intra Group Loan Agreement with Parent Guarantor shall, subject to the other provisions of the Loan Documents, be permitted to be refinanced by Additional Secured Debt (with, for the avoidance of doubt, Parent Guarantor receiving proceeds in respect thereof in satisfaction of such Indebtedness).

Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor: (a) No Obligor shall have any employees. (b) No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto. (c) No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, (ii) Indebtedness under the Related Contracts and the Loan Documents, and (iii) Indebtedness under Intra Group Loans. (d) No Obligor (other than the Guarantor) shall principally engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto. (e) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts. (f) No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner. (g) No Obligor shall be party to any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date.

Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor: (a) No Obligor shall have any employees. (b) No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto. (c) No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, (ii) Indebtedness under the Related Contracts and the Loan Documents, (iii) Indebtedness under Intra Group Loans. (d) No Obligor (other than the Guarantor) shall principally engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto. (e) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts. (f) No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner. (g) No Obligor shall be party to any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date.

Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor: (a) No Obligor shall have principally engage in any employees.material line of business substantially different to that with which it is engaged on the Restatement Date or any similar, related, incidental, ancillary or complimentary businesses thereto (including the direct or indirect ownership, operation, maintenance and leasing of power generating assets and any business incidental or related thereto), unless such business is approved by the Administrative Agent (acting on the instructions of the Required Lenders). #4889-1846-1214 (b) No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto. (c) No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral VesselsAssets, or otherwise in the normal course of businessbusiness provided the Indebtedness incurred pursuant to this clause (i) shall not exceed $25,000,000 at any time outstanding, (ii) Indebtedness under the Related Contracts and the Loan Documentsany Additional Secured Debt, (iii) Indebtedness under Intra Group Loans. Third Party Letters of Credit not to exceed $30,000,000 at any time outstanding (d) No Obligor (other than the Guarantor) shall principally engage in any business other than the direct provided that Third Party Letters of Credit that are backstopped by Letters of Credit or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor cash collateralized shall not principally engage in any business other than the direct or indirect ownership, operation be counted toward such Dollar limit) and chartering of seagoing vessels and any business incidental or related thereto. (eiv) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts. (f) No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner. (g) No Obligor shall be party Indebtedness pursuant to any Intra Group Loan Agreement unless the lender under Agreement; provided such Intra Group Loan Agreement has fully shall be subordinated its rights thereunder to the Obligations and provided provide certain other undertakings in accordance with Section section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date; provided further, notwithstanding the forgoing, any Indebtedness under an Intra Group Loan Agreement with Parent Guarantor shall, subject to the other provisions of the Loan Documents, be permitted to be refinanced by Additional Secured Debt (with, for the avoidance of doubt, Parent Guarantor receiving proceeds in respect thereof in satisfaction of such Indebtedness) provided that such Additional Secured Debt shall constitute Qualified Refinancing Debt. Until the date which is two (2) years after the Original Closing Date, the Borrowers shall not agree to any amendment to Qualified Refinancing Debt if, as a result thereof, such Qualified Refinancing Debt would cease to meet the requirements set out in clauses (i) to (v) of the definition of Qualified Refinancing Debt.

Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor: (ai) No Obligor shall have any employees. (bii) No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto. (ciii) No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, (ii) Indebtedness under the Related Contracts and the Loan Documents, and (iii) Indebtedness under Intra Group Loans. (div) No Obligor (other than the Guarantor) shall principally engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto. (ev) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts. (fvi) No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner. (gvii) No Obligor shall be party to any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date.

Special Purpose Covenants. Unless otherwise stated, references Borrower represents and warrants to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude its actual knowledge as of the Guarantordate hereof that: (a) No Obligor Borrower does not own and shall have not own any employees.assets other than its equity interests in the Mortgage Borrower (the “LLC Interests”), and personal property incidental to the ownership of such LLC Interests; (b) No Obligor Borrower has not and shall enter into not engage in any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability business unrelated to any Person, other than in connection with the acquisition, chartering and disposition ownership of the Security Assets, LLC Interests and acting as the making sole equity member of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto.Mortgage Borrower; (c) No Obligor Borrower has not and shall incur not engage in, seek or consent to any Indebtedness dissolution, winding up, liquidation, consolidation, merger, asset sale, transfer of membership interest, or amendment of its certificate of formation or limited liability company operating agreement; (d) Borrower, without the unanimous consent of all of its members, shall not file or consent to the filing of any bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or any other entity in which it has a direct or indirect legal or beneficial ownership interest; (e) Borrower has no indebtedness (and shall have no indebtedness) other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, Loan; (ii) Indebtedness under unsecured trade payables and/or operating expenses (which shall exclude any real estate taxes or insurance premiums) not to exceed $10,000 in the Related Contracts aggregate which is not evidenced by a promissory note, incurred in the ordinary course of business and is paid within sixty (60) days from the Loan Documentsdate incurred, (iii) Indebtedness under Intra Group Loans. (d) or, if later, prior to delinquency. No Obligor (indebtedness other than the Guarantor) shall principally engage Loan may be secured by a security interest in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto. (e) No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts.LLC Interests; (f) No Obligor Borrower has not and shall create or own not fail to correct any Subsidiary except, in known misunderstanding regarding the case separate identity of the Borrower, any Vessel Owner.such entity; (g) No Obligor Borrower has maintained and shall maintain its accounts, books and records separate from any other person or entity; (h) Borrower has maintained and shall maintain its books, records, resolutions and agreements as official records; (i) Except for funds deposited into the Restricted Account (as defined in the Cash Management Agreement entered into in connection with the Mortgage Loan) pursuant to the Cash Management Agreement, Borrower: (i) has not and shall not commingle its funds or assets with those of any other entity; and (ii) has held and shall hold its assets in its own name; (j) Borrower has conducted and shall conduct its business in its own name; (k) Borrower has maintained and shall maintain its accounting records and other entity documents separate from any other Person; (l) Borrower has prepared and shall prepare separate tax returns and financial statements, or if part of a consolidated group, is shown as a separate member of such group; (m) Borrower has paid and shall pay its own liabilities and expenses out of its own funds and assets; (n) Borrower has held and shall hold regular meetings, as appropriate, to conduct its business and has observed and shall observe all limited liability company formalities and record keeping; (o) Borrower has not and shall not assume or guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of any other entity; (p) Borrower has not and shall not acquire obligations or securities of its partners, members or shareholders; (q) Borrower has allocated and shall allocate fairly and reasonably the costs associated with common employees and any overhead for shared office space and each such entity has used and shall use separate stationery, invoices and checks; (r) Except in connection with the Loan, Borrower has not and shall not pledge its assets for the benefit of any other Person; (s) Borrower has held and identified itself and shall hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person; (t) Borrower has not made and shall not make loans to any Person; (u) Borrower has not and shall not identify its partners, members or shareholders, or any Affiliates of any of the foregoing, as a division or part of it; (v) Borrower has not entered into and shall not enter into or be a party to, any transaction with its members or any Affiliates of any of its members, except in the ordinary course of its business pursuant to written agreements and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; (w) Borrower has paid and shall pay the salaries of its own employees and has maintained and shall maintain a sufficient number of employees in light of its contemplated business operations; (x) Borrower has maintained and shall maintain adequate capital in light of its contemplated business operations; (y) Borrower has conducted and shall conduct its business and operations in strict compliance with the terms contained in this Section 5.14; (z) Borrower’s limited liability company operating agreement shall contain the provisions set forth in this Section 5.14 and any such entity shall conduct its business and operations in strict compliance with the terms contained therein; (aa) Borrower shall be party a limited liability company organized in the State of Delaware; and (bb) The representations and warranties set forth in this Section 5.14 shall survive for so long as any amount remains payable to Lender under this Agreement, the Note or any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group other Loan occur on or prior to the Maturity DateDocuments.