Contract
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EXHIBIT 10.1 CONFORMED COPY Amendment Number 1, 2/8/19 Amendment Number 2, 11/4/19 Omnibus Amendment Number 1, 11/13/20 Form of AICCA - Conforming Amendment Amendment Number 4, 12/20/21 Omnibus Amendment Number 2, 4/27/22 [CERTAIN INFORMATION AND ATTACHMENTS TO THIS EXHIBIT, MARKED BY [***], HAVE BEEN OMITTED IN ACCORDANCE WITH ITEM 601(A)(5) OF REGULATION S-K AS THEY DO NOT CONTAIN INFORMATION MATERIAL TO AN INVESTMENT OR VOTING DECISION.] LOAN AND SECURITY AGREEMENT among TIF FUNDING LLC, as Borrower the LENDERS from time to time party hereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent and Securities Intermediary Dated as of December 13, 2018
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LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT, dated as of December 13, 2018 (as amended, modified or supplemented from time to time as permitted hereby, this βAgreementβ), is among TIF FUNDING LLC, a limited liability company organized under the laws of the State of Delaware (the βBorrowerβ), the LENDERS from time to time party hereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION (as the βAdministrative Agentβ) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as securities intermediary (in such capacity, the βSecurities Intermediaryβ) and collateral agent (in such capacity, the βCollateral Agentβ). W I T N E S S E T H: WHEREAS, the Borrower desires that the Lenders from time to time make Loans to the Borrower, and the Lenders, subject to the terms and conditions set forth herein, desire to make such Loans to the Borrower. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 101 Defined Terms. Except as otherwise provided herein, all references to any agreement defined in this Section 1.01 shall be deemed to include such agreement as the same may from time to time be amended, supplemented or otherwise modified in accordance with its terms and, where applicable, the terms of the other Transaction Documents. In the event of a conflict between this Section 1.01 and the terms set forth in another Transaction Document, the terms set forth in the other Transaction Documents shall supersede and govern with respect to such Transaction Document. All references to statutes (including the UCC), rules and regulations shall be deemed to include such statutes, rules and regulations as the same may be from time to time amended, supplemented or otherwise modified, in each case unless otherwise specified herein. All definitions contained or referred to herein shall be equally applicable to both the singular and plural forms of the terms defined. All references to any Person shall include its successors and permitted assigns. All references to βincludingβ are not intended to limit the generality of any description preceding such term and for purposes hereof and of each Transaction Document the rule of ejusdem generis shall not be applicable to limit a general statement following or referable to an enumeration of specific matters to matters similar to those specifically mentioned. βAccount Debtorβ: Any βaccount debtorβ, as such term is defined in the UCC. βAccountsβ: Any βaccount,β as such term is defined in the UCC.
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2 βAdjusted Net Book Valueβ: With respect to any Managed Containers being sold, an amount equal to the difference of (x) the sum of the respective Net Book Values of such Managed Containers at the time of sale, minus (y) any insurance proceeds, amounts paid by lessees or other Collections received by the Borrower in respect of any damage to such Managed Container which was not repaired prior to sale or in respect of any failure of the lessee to make repairs which were not made prior to sale. βAdjusted Term SOFRβ: For purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that, in no event shall Adjusted Term SOFR be less than zero. βAdministrative Agentβ: Xxxxx Fargo Bank, National Association and its permitted successors and assigns. βAdministrative Agent Feeβ: This term shall have the meaning given thereto in the Administrative Agent Fee Letter. βAdministrative Agent Fee Letterβ: That certain administrative agent fee letter, dated as of the Closing Date, between the Administrative Agent and the Borrower. βAdvance Rateβ: As of any date of determination, eighty one percent (81%); provided that upon the occurrence of the Conversion Date, the Advance Rate shall be reduced each month thereafter until the Final Maturity Date on a straight line basis in an amount equal to 0.125% per month (or one and one half percent (1.5%) per annum). βAffected Borrowingβ: The meaning specified in Section 301(m)(2). βAffiliateβ: With respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. βAggregate Commitmentβ: As of any date of determination, an amount equal to the sum of the Commitments of all Lenders. βAggregate Loan Principal Balanceβ: As of any date of determination, an amount equal to the sum of the unpaid principal balance of all Loans then Outstanding. βAggregate Net Book Valueβ: As of any date of determination, the sum of the Net Book Values (such Net Book Values to be measured as of the last day of the month immediately preceding such date of determination) of all Eligible Containers. βAmendment Number 3 Effective Dateβ: The βAmendment Effective Dateβ under and as defined in Amendment Number 3 to Loan and Security Agreement, dated as of November 13, 2020, among the Borrower, the Collateral Agent, the Administrative Agent and the Lenders party thereto.
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3 βAncillary Feesβ: All fees paid to and received by the Manager under Lease Agreements for drop-off, pick-up or repositioning charges, handling fees, repair payments and repair insurance fees which are attributable to the Managed Containers. βAnti-Corruption Lawsβ: All of the following: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Xxxxxxx Xxx 0000, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the Seller, or any of their Affiliates, is located or doing business. βAnti-Money Laundering Lawsβ: Applicable laws or regulations in any jurisdiction in which the Borrower, the Seller, or any of their Affiliates, is located or doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. βApplicable Lawβ: With respect to any Person or Managed Container, all existing laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority and judgments, decrees, injunctions, writs, or orders of any court, arbitrator or other administrative, judicial, or quasi judicial tribunal or agency of competent jurisdiction applicable to such Person or Managed Container. βApplicable Marginβ: With respect to each Loan, (i) before the Conversion Date, one and one-half percent (1.50%) per annum and (ii) on and after the Conversion Date, two and one-half percent (2.50%) per annum (which percentage set forth in this clause (ii) includes any Step-Up Margin with respect to such Loan(s). βApproved Fundβ: Any Person (other than a natural Person) that is not a Competitor and that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) the Administrative Agent, or (iii) an Affiliate of a Lender or the Administrative Agent, or (iv) a Person that administers or manages a Lender. βAsset Baseβ: As of any date of determination, an amount equal to the excess of (1) the sum of (a) the product of (i) the Advance Rate in effect on such date of determination, multiplied by (ii) the sum of (A) the Aggregate Net Book Value, plus (B) up to the Receivables Threshold of receivables resulting from the sale or other disposition of one or more Eligible Containers that were either owned by the Borrower or subject to a Finance Lease for which the Borrower is the lessor, so long as such receivables were not outstanding for more than 60 days (measured from the issue date of such receivables), plus (b) the amounts on deposit in the Restricted Cash Account, such amounts to be determined after giving effect to all withdrawals from and deposits to the Restricted Cash Account on such date; over (2) an amount equal to the sum of (a) the aggregate Manufacturer Debt with respect to all Managed Containers included in the calculation of the amount set forth in clause (1) above and (b) the product of (i) the Advance Rate in effect on such date of determination, multiplied by (ii) the outstanding Deferred Lease Amortization Amount as of such date of determination.
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4 βAsset Base Certificateβ: A certificate with appropriate insertions setting forth the components of the Asset Base, as of the last day of the month for which such certificate is submitted, which certificate shall be substantially in the form attached as Exhibit D to this Agreement and shall be certified by an Authorized Signatory of the Manager. βAsset Base Deficiencyβ: As of any Payment Date, the condition that exists if the Aggregate Loan Principal Balance (calculated after giving effect to the Scheduled Principal Payment Amount to be paid on such Payment Date) exceeds the Asset Base. If such term is used in a quantitative context, the amount of the Asset Base Deficiency shall be equal to the amount of such excess. βAssignment and Acceptanceβ: Any properly completed agreement substantially in the form of Exhibit F hereto. βAuthorized Officerβ: The Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of the Manager or the Borrower, or such other individuals designated by written notice to the Administrative Agent from the Manager or the Borrower authorized to execute notices, reports and other documents on behalf of the Manager or the Borrower, respectively, required hereunder. The Manager or the Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent. βAuthorized Signatoryβ: Any Person designated in a certificate of a secretary or assistant secretary of a Person (or, in the case of a Person that is a limited liability company, any Person designated in a certificate of a secretary or assistant secretary of the manager of such limited liability company) or by written notice by such Person delivered to the Collateral Agent, as authorized to execute documents and instruments on behalf of such Person. βAvailabilityβ: As of any date of determination for any Lender, an amount equal to the lesser of: (A) the excess, if any, of (x) the Commitment of such Lender on such date of determination over (y) such Lenderβs Pro Rata Share of the Aggregate Loan Principal Balance (calculated without giving effect to the requested Loan) on such date of determination; and (B) such Lenderβs Pro Rata Share of an amount equal to the excess (but not less than zero) of (1) the Asset Base, minus (2) the Aggregate Loan Principal Balance (calculated without giving effect to the requested Loan). βAvailable Distribution Amountβ: This term shall have the meaning set forth in Section 302(c) of this Agreement. βBankruptcy Codeβ: The United States Bankruptcy Reform Act of 1978, as amended. βBase Rateβ: On any date, a fluctuating rate of interest per annum equal to the highest of (i) the Federal Funds Effective Rate in effect on such date plus one half of one percent (0.50%), (ii) the Prime Rate in effect on such date and (iii) Adjusted Term SOFR in effect on such date plus 1.00%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds
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5 Effective Rate or Adjusted Term SOFR shall be effective on the opening of business on the date of such change. βBase Rate Loanβ: Any portion of the Loan that bears interest calculated based on the Base Rate. βBasel IIIβ: (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in βBasel III: A global regulatory framework for more resilient banks and banking systemsβ dated December 2010 (revised June 2011), βBasel III: International framework for liquidity risk measurement, standards and monitoring toolsβ dated January 2013 and βGuidance for national authorities operating the countercyclical capital bufferβ published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (b) the rules for global systemically important banks contained in βGlobal systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules textβ published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to βBasel IIIβ. βBenefit Plan Investorβ: An βemployee benefit planβ as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a βplanβ within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or an entity whose underlying assets include βplan assetsβ of any of the foregoing by reason of an employee benefit planβs or planβs investment in such entity. βBorrowerβ: TIF Funding LLC, a limited liability company organized under the laws of Delaware, and its permitted successors and assigns. βBorrower Cash Interest Expenseβ: With respect to the Borrower for any period, an amount equal to the difference of (1) the Borrower Interest Expense for such period minus (2) to the extent included in clause (1), (i) amortization or write off of debt issuance or deferred financing costs, (ii) any non-cash interest expense related to any interest expense that has not been paid in cash (which, for this purpose, shall include any amortization of hedge breakage costs not paid in cash in such period), (iii) any incremental non-cash interest expense incurred as the result of an accounting change and (iv) any termination payment under any Hedge Agreement for which the Borrower received a cash capital contribution from its parent, plus (3) without duplication of amounts included in clause (1), cash interest payments made in such period that were deducted from Borrower Cash Interest Expense in a prior period. βBorrower EBITβ: For any period, means the sum of Borrower Net Income, plus the following, without duplication, to the extent deducted in calculating such Borrower Net Income: (1) all income tax expense in respect of any net income generated by the Borrower;
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6 (2) Borrower Interest Expense; (3) depreciation and amortization charges of the Borrower relating to any increased depreciation or amortization charges resulting from purchase accounting adjustments or inventory write-ups with respect to acquisitions or the amortization or write-off of deferred debt or equity issuance costs; (4) all other non-cash charges of the Borrower (other than depreciation expense) minus, with respect to any such non-cash charge that was previously added in a prior period to calculate Borrower EBIT and that represents an accrual of or reserve for cash expenditures in any future period, any cash payments made during such period; (5) any non-capitalized costs incurred in connection with financings, the acquisition of Containers or dispositions (including financing and refinancing fees and any premium or penalty paid in connection with redeeming or retiring Indebtedness prior to the stated maturity thereof pursuant to the agreements governing such Indebtedness); (6) all non-cash expenses attributable to Incentive Arrangements; (7) to the extent that any portion of the Management Fees payable during such period was accrued and not paid during such period, the aggregate amount of expenses attributable to all payments or accruals of Management Fees during such period; and (8) any indemnity payments made (regardless of to whom such payments are made) pursuant to this Agreement; in each case, for such period and as determined in accordance with GAAP. βBorrower EBIT to Borrower Cash Interest Expense Ratioβ: As of the last day of the fiscal quarter preceding such date of determination the ratio of (a) the aggregate amount of Borrower EBIT for the period of the most recent four consecutive fiscal quarters of the Borrower ending on or prior to the date of such determination (or such lesser number of fiscal quarters that elapsed since the Closing Date), to (b) Borrower Cash Interest Expense for such four fiscal quarters (or such lesser number of fiscal quarters that elapsed since the Closing Date). βBorrower Expensesβ: For any Collection Period, direct out-of-pocket expenses that are necessary or advisable, in the opinion of the managers of the Borrower, to maintain the corporate existence of the Borrower, including: administration expenses; accounting and audit expenses of the Borrower; premiums for liability, casualty, fidelity, directorsβ and officersβ and other insurance; legal fees and expenses; other professional fees; franchise taxes and other similar taxes (but excluding income taxes). βBorrower Interest Expenseβ: With respect to the Borrower for any period, the aggregate of the interest expense of the Borrower for such period, as determined in accordance with GAAP, and including, without duplication, (a) all amortization or accretion of original issue discount; (b) the excess of (A) net cash costs paid in such period under all Hedge Agreements, over (B) cash capital contributions received by the Borrower from its parent to pay the net cash costs referred to in clause (A); and (c) amortization of fees under all Hedge Agreements.
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7 βBorrower Net Incomeβ: For any period, the aggregate net income (or loss) of the Borrower for such period, determined in accordance with GAAP; provided, however, that there shall not be included in such Borrower Net Income: (1) extraordinary gains or losses, as determined in accordance with GAAP; (2) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued); and (3) the cumulative effect of a change in accounting principles, as determined in accordance with GAAP; in each case, for such period. βBreakage Costsβ: With respect to an Interest Accrual Period, any reasonable loss, cost or expense incurred by a Lender, including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain its Loan, as the case may be, during such Interest Accrual Period. βBusiness Dayβ: Any day other than a Saturday, a Sunday or a day on which banking institutions in New York City, the city in which the Corporate Trust Office of the Collateral Agent is located, or the city in which the headquarters of the Administrative Agent is located, are authorized or are obligated by law, executive order or governmental decree to be closed. βCapital Improvementsβ: Any structural changes required to be made to the Containers so as to comply with applicable governmental or industry standards. βCasualty Lossβ: With respect to any Managed Container as of any date of determination, any of the following events or conditions: (i) total loss or destruction thereof; (ii) theft or disappearance thereof without recovery within sixty (60) days after such theft or disappearance becomes known to the Borrower, the Manager or any of its Affiliates; (iii) damage rendering such Managed Container unfit for normal use and, in the judgment of the Borrower or the Manager, beyond repair at reasonable cost; or (iv) any condemnation, seizure, forced sale or other taking of title to or use of such Managed Container. βCasualty Proceedsβ: Any payment to, or on behalf of, the Borrower in connection with a Casualty Loss. βChange in Lawβ: The occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule,
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8 regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlement, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities pursuant to Basel III, and (z) the implementation or application of, or compliance with, CRD IV (as defined below) or CRR (as defined below), or any law or regulation that implements or applies CRD IV or CRR shall, in each case, be deemed to be a βChange in Lawβ, regardless of the date enacted, adopted or issued or implemented. As used herein, βCRD IVβ means Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC, and βCRRβ means Articles 404-410 of the Capital Requirements Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013 and any related guidelines and regulatory technical standards or implementing technical standards published by the European Banking Authority and adopted by the European Commission. βChange of Controlβ: The occurrence the following: the Manager shall (A) consolidate or merge with or into any Person, unless (i) the Manager is the surviving entity, and (ii) at least seventy percent (70%) of the consolidated assets of the Manager and its βRestricted Subsidiariesβ (as defined in the TCIL Credit Agreement) following such consolidation or merger are held in connection with a Permitted Business, or (B) permit any purchase, sale, assignment, transfer, conveyance or other acquisition or disposition of assets which would result in less than seventy percent (70%) of the consolidated assets of the Manager and its βRestricted Subsidiariesβ (measured after giving effect to such transaction) to be held in connection with a Permitted Business, or (C) cease to be a wholly-owned Subsidiary of Triton Holdco. βChattel Paperβ: Any lease or other chattel paper, as such term is defined in the UCC. βClaimβ: This term shall have the meaning set forth in Section 15.1 of the Management Agreement. βClosing Dateβ: December 13, 2018. βCodeβ: The Internal Revenue Code of 1986, as amended, or any successor statute thereto. βCollateralβ: This term shall have the meaning set forth in Article II of this Agreement. βCollateral Agentβ: The Person identified as such in the preamble hereto and performing the duties of the Collateral Agent under this Agreement. βCollateral Agent Feesβ: This term shall have the meaning set forth in Section 905 of this Agreement. βCollateral Agent Indemnified Amountsβ: This term shall have the meaning set forth in Section 905 of this Agreement.
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9 βCollection Accountβ: This term shall have the meaning set forth in the Intercreditor Collateral Agreement. βCollection Periodβ: For each Payment Date, the period from and including the first day of the calendar month immediately preceding the calendar month in which such Payment Date occurs through and including the last day of such calendar month. βCollectionsβ: With respect to any Collection Period, all payments (including any cash proceeds) actually received by the Borrower, or by the Manager on behalf of the Borrower, with respect to the Containers and the other items of Collateral. βCommercial Tort Claimβ: Any commercial tort claim, as such term is defined in the UCC. βCommitmentβ: With respect to each Lender, such Lenderβs obligation to make Loans up to the maximum unpaid principal amount at any time shown on Schedule II, as hereafter modified pursuant to each Assignment and Acceptance to which it is a party. βCommitment Feeβ: The meaning set forth in Section 301(p) of this Agreement. βCompetitorβ: Any Person engaged and competing with any of the Borrower or the Manager or any of their respective Affiliates in the container or chassis leasing business; provided, however, that in no event shall (i) any Eligible Assignee or (ii) any insurance company, bank, bank holding company, savings institution or trust company, fraternal benefit society, pension, retirement or profit sharing trust or fund, or any collateralized bond obligation fund or similar fund (or any trustee of any such fund) or any holder of any obligations of any such fund (solely as a result of being such a holder) be deemed to be a Competitor unless, in either such case, such Person or any of its Affiliates are directly and actively engaged in the operation of a container or chassis leasing business. βConcentration Limitsβ: The following limitations on the types of Containers eligible to be an Eligible Container (which limitations shall be applied on each Determination Date and each Transfer Date and shall be calculated so as to give effect to the transfer under consideration), as modified from time to time with the consent of the Majority Lenders: (a) Maximum Concentration of Dry Freight Special Containers. The sum of the Net Book Values of all Eligible Containers that are Specialized Containers (other than refrigerated Containers) shall not exceed twenty-five percent (25%) of the Aggregate Net Book Value; (b) Maximum Concentration of Finance Leases. The sum of the Net Book Values of all Eligible Containers that are subject to a Finance Lease shall not exceed thirty percent (30%) of the Aggregate Net Book Value; (c) Maximum Concentration of Non-U.S. Currency Rentals. The sum of the Net Book Values of all Eligible Containers subject to Lease Agreements for which rentals are payable in a currency other than Dollars and which are not the subject of a Currency Hedge Agreement shall not exceed two percent (2%) of the Aggregate Net Book Value;
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10 (d) Maximum Concentration of any Three Lessees. The sum of the Net Book Values of all Eligible Containers then on lease to any three lessees shall not exceed sixty-five percent (65%) of the then Aggregate Net Book Value; provided, however, that if two or more lessees shall engage in any transaction (whether through merger, consolidation, stock sale, asset sale or otherwise) pursuant to which a lessee shall become the owner of, or interest holder in, any other lesseeβs leasehold interests in one or more Containers and the effect of such transaction is to cause a breach of the foregoing threshold, then the foregoing threshold shall on the effective date of such transaction be increased to an amount equal to the quotient, expressed as a percentage, (x) the numerator of which shall equal the sum of (A) the sum of the Net Book Values of all Managed Containers on lease to such transacting lessees immediately prior to such transaction, and (B) the sum of the Net Book Values of all Managed Containers then on lease to the two other lessees having the most Managed Containers then on lease with the Borrower (measured by Net Book Value) and (y) the denominator of which shall equal the then Aggregate Net Book Value); and provided further that, if the foregoing limitation has been increased above sixty-five percent (65%) by operation of the above proviso, then any additional Managed Containers subsequently leased to any of such three lessees shall not be considered Eligible Containers until such time as the sum of the Net Book Values of all Managed Containers then on lease to such three lessees does not exceed an amount equal to sixty-five percent (65%) of the then Aggregate Net Book Value; and (e) Maximum Concentration for any Single Lessee. The sum of the Net Book Values of all Eligible Containers then on Lease to any single lessee shall not exceed an amount equal to (A) with respect to any of the lessees set forth in Schedule I to this Agreement, the percentage of the Aggregate Net Book Value set opposite the name of such lessee on such schedule, and (B) with respect to any lessee not covered by clause (A), seven percent (7%) of the then Aggregate Net Book Value; provided, however, that if two or more lessees shall engage in any transaction (whether through merger, consolidation, stock sale, asset sale or otherwise) pursuant to which a lessee shall become the owner of, or interest holder in, any other lesseeβs leasehold interests in one or more Eligible Containers, the foregoing threshold set forth in clauses (A) and (B) shall on the effective date of such transaction be increased with respect to such acquiring or, in the case of a merger, surviving lessee to equal the greater of (i) the sum of the applicable percentage limitations for the transacting lessees as set forth in clauses (A) and (B) above, and (ii) a quotient, expressed as a percentage, (x) the numerator of which shall equal the sum of the Net Book Values of all Managed Containers on Lease to such transacting lessees immediately prior to such transaction and (y) the denominator of which shall equal the then Aggregate Net Book Value). βConduit Lenderβ: Each Person designated as a Conduit Lender on its signature page hereto. βConsolidated Subsidiariesβ: With respect to any Person, each Restricted Subsidiary of such Person that is required to be consolidated with such Person in accordance with GAAP. βContainerβ: Any marine and maritime container (including dry cargo containers, refrigerated containers (including the associated refrigeration machine), generator sets, gps devices and Specialized Containers) to which any Person either (i) has good title and that is held for lease or sale or (ii) is lessor under any Finance Lease.
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11 βContainer Fleetβ: At any time, the fleet of Containers owned or managed by TCIL and/or managed by TCIL on behalf of third parties and its Affiliates, including the Managed Containers. βContainer Identification Numberβ: The unique alpha-numeric reference assigned to a Managed Container which is painted on or affixed to such Managed Container. βContainer Related Agreementβ: Any agreement relating to the Managed Containers or agreements relating to the use or management of such Managed Containers whether in existence on the Closing Date or thereafter acquired, including, but not limited to, all Leases, the Management Agreement, the Intercreditor Collateral Agreement, the Contribution and Sale Agreement and the Chattel Paper to the extent it arises out of or in any way relates to the Managed Containers now owned or hereafter acquired by the Borrower. βContainer Representations and Warrantiesβ: With respect to each Container, the representations and warranties of the Seller as set forth in paragraphs (v) through (ii) inclusive of Section 3.01 of the Contribution and Sale Agreement. βContainer Revenuesβ: For any Collection Period, all amounts paid to and received by the Manager which are attributable to the Managed Containers, including but not limited to (i) per diem rental charges (excluding any prepayments thereof), Ancillary Fees and all charges paid in respect of the Managed Containers pursuant to Lease Agreements (including, without duplication, payments on Finance Leases in respect of Managed Containers) but excluding Excluded Amounts, (ii) amounts received from the manufacturers or sellers of the Managed Containers for breach of sale warranties relating thereto or in settlement of any claims, losses, disputes or proceedings relating to the Managed Containers, (iii) amounts received from any other Person in settlement of any claims, losses, disputes or proceedings relating to the Managed Containers, including lessee default insurance and any other insurance proceeds relating thereto, and (iv) any insurance premiums relating to the Managed Containers which have been refunded by the insurer. Notwithstanding the foregoing, Container Revenues shall not include Sales Proceeds. βContainer Service Providerβ: This term shall have the meaning set forth in the Management Agreement. βContainer Transfer Certificateβ: A Container Transfer Certificate, substantially in the form of Exhibit B to the Contribution and Sale Agreement, executed and delivered by the Seller and the Borrower in accordance with the terms of the Contribution and Sale Agreement. βContingent Obligationβ: As to any Person, means any obligation of such Person as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (βprimary obligationsβ) of any other Person (the βprimary obligorβ) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property,
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12 securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the lesser of (x) the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith and (y) the stated amount of such Contingent Obligation. βContractsβ: All contracts, undertakings, franchise agreements or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which the Borrower may now or hereafter have any right, title or interest, including, without limitation, the Management Agreement, the Contribution and Sale Agreement, any Interest Rate Hedge Agreements, any Currency Hedge Agreements and any related agreements, security interests or UCC or other financing statements and, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof. βContribution and Sale Agreementβ: The Contribution and Sale Agreement, dated as of the Closing Date between the Seller and the Borrower, as such agreement shall be amended, modified or supplemented from time to time in accordance with its terms. βControl Agreementβ: This term shall have the meaning set forth in Section 303(b) of this Agreement. βConversion Dateβ: With respect to the Loans, the earlier to occur of (i) the date on which an Early Amortization Event occurs and (ii) the Scheduled Commitment Expiration Date. βCorporate Trust Officeβ: The principal office of the Collateral Agent at which at any particular time its corporate trust business shall be administered, which office shall be located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000. βCounterparty Collateral Accountβ: This term shall have the meaning set forth in Section 628(e) of this Agreement. βCRRβ: All of the following: (i) Articles 404-410 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013; (ii) Commission Delegated Regulation (EU) No 625/2014 of 13 March 2014 and Commission Implementing Regulation (EU) No 602/2014 of 4 June 2014; (iii) any related guidelines and regulatory technical standards or implementing technical standards published from time to time by the European Banking Authority (including any successor or replacement agency or authority) and/or the European Commission and (iv) the guidelines and related documents previously published in relation to the preceding risk retention legislation by the European Banking Authority (and/or its predecessor, the Committee of European Banking Supervisors) which continue to apply to the provisions of Articles 404-410 of the CRR. Any reference to " Articles 404-410 of the CRR" is deemed to include any successor or replacement provisions included in any subsequent European Union directive or regulation.
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13 βCSP Compensationβ: This term shall have the meaning set forth in the Management Agreement. βCurrency Hedge Agreementβ: An agreement between the Borrower and the Currency Hedge Counterparty named therein, including any schedules and confirmations prepared and delivered in connection therewith, each in form and substance acceptable to the Administrative Agent, with respect to one or more Lease(s) for which the related lessee is obligated to make payments denominated in a currency other than Dollars pursuant to which (i) the Borrower will receive payments from, or make payments to, the Currency Hedge Counterparty in such currency and (ii) recourse by the Currency Hedge Counterparty to the Borrower is limited to actual rental payments received under such Lease. βCurrency Hedge Counterpartyβ: Any Eligible Currency Hedge Counterparty or any counterparty to a currency hedging instrument permitted to be entered into pursuant to this Agreement. βCustomary Practicesβ: The customary practices used by the Manager, as the same may change from time to time. βDefault Feeβ: For any Payment Date on which interest on overdue amounts is payable in accordance with the provisions of Section 301(i) hereof, the amount of interest payable on such Payment Date pursuant to the provisions of Section 301(i). βDefault Rateβ: For any date of determination, an interest rate per annum equal to the sum of (i) the interest rate then otherwise in effect, plus (ii) two percent (2%). βDefaulting Lenderβ Any Lender that (a) has failed to fund any portion of any Loans required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it under the Transaction Documents within two Business Days of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower (or any of its Affiliates) or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (d) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Insolvency Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (f) is the subject of a Bail-In-Action; provided that (i) a Delaying Lender shall not be classified as a Defaulting Lender prior to the Delaying Funding Date and (ii) a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
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14 jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (f) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 301(m)) upon delivery of written notice of such determination to the Borrower and each Lender. βDeferred Lease Amortization Amountβ: For any date of determination, the aggregate outstanding deferred revenue liability as of such date determined in accordance with GAAP as reflected on the Managerβs books and records resulting from Lease prepayments with respect to the Managed Containers. βDeficiency Amountβ: Each of the following: (a) for each Payment Date other than the Final Maturity Date, any shortfall in the aggregate amount available in the Distribution Account for the Loans or any other amounts available under this Agreement to pay the Interest Payment for such Payment Date, and (b) on the Final Maturity Date, any shortfall in the aggregate amount available in the Distribution Account or any other amounts available under this Agreement to pay the Aggregate Loan Principal Balance, accrued but unpaid interest thereon and all other amounts owing to the Lenders pursuant to the terms of the Transaction Documents. βDelayed Amountβ: The meaning specified in Section 301(m)(2). βDelaying Funding Dateβ: The meaning specified in Section 301(m)(1). βDelaying Funding Noticeβ: The meaning specified in Section 301(m)(1). βDelaying Lenderβ: The meaning specified in Section 301(m)(2). βDeposit Accountsβ: Any deposit accounts, as such term is defined in the UCC. βDesignated Delay Lenderβ: Any Lender that shall have delivered a written certification to the Borrower to the effect that (x) it has incurred charges under Basel III, or would incur charges as of such date under Basel III if it were not a Designated Delay Lender hereunder, in respect of its Commitment, or the principal amount of its Loans, based on its βliquidity coverage ratioβ under Basel III, which may include external charges incurred by such Lender or internal charges incurred by any business of such Lender managing such Lenderβs Commitment and Pro Rata Share of the Aggregate Loan Principal Balance or its obligations hereunder, and (y) will exercise a similar right to delay funding in other transactions that are similar to the transactions contemplated by the Transaction Documents. For the avoidance of doubt, any Lender that delivers a written certification to the Borrower in accordance with the preceding sentence shall remain a Designated Delay Lender under this Agreement unless and until such Lender delivers written notice to the Borrower of such Lenderβs decision to cease its treatment as a Designated Delay Lender. βDetermination Dateβ: The third (3rd) Business Day prior to any Payment Date. βDirect Operating Expensesβ: All direct expenses and costs incurred in connection with the ownership, use and/or operation of a Managed Container, including but not limited to: (i)
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15 agency costs and expenses; (ii) depot fees, handling, and storage costs and expenses; (iii) survey, maintenance and repair expenses (including the actual or estimated cost of repairs to be made pursuant to a damage protection plan); (iv) repositioning expense (v) the cost of inspecting, marking and remarking such Managed Container; (vi) third-party fees for bankruptcy recovery; (vii) legal fees incurred in connection with enforcing rights under the leases of such Managed Container or repossessing such Managed Container; (viii) insurance expense; (ix) federal, state, local and foreign taxes, levies, duties, charges, assessments, fees, penalties, deductions or withholdings assessed, charged or imposed upon or against such Managed Container, including but not limited to ad valorem, gross receipts and/or other property taxes imposed against such Managed Container or against the revenues generated by such Managed Container (but not including income taxes imposed on the Manager or any of its Affiliates); (x) expenses, liabilities, claims and costs (including without limitation reasonable attorneysβ fees) incurred by the Borrower or the Manager (on behalf of the Borrower) by any third party arising directly or indirectly (whether wholly or in part) out of the state, condition, operation, use, storage, possession, repair, maintenance or transportation of such Managed Container; (xi) expenses and costs (including legal fees) of pursuing claims against manufacturers or sellers of such Managed Container; and (xii) non-recoverable sales and value-added taxes on such expenses and costs; provided, however, that in no event shall either of the following be considered a Direct Operating Expense: (a) any selling, general and administrative expenses of TCIL, the Borrower or any of their Subsidiaries, or (b) the Management Fee. βDirector Services Agreementβ: The letter agreement between TCIL and the Director Services Provider, and all amendments and supplements thereto. βDirector Services Providerβ: Lord Securities Corporation and its permitted successors and assigns. βDisposition Feesβ: With respect to any Managed Container that (i) has been sold to a third party, or (ii) is the subject of a Casualty Loss, an amount equal to the product of (x) five percent (5%) and (y) the Sales Proceeds realized thereon. βDistribution Accountβ: The account or accounts established pursuant to Section 302 of this Agreement. βDocumentsβ: Any documents, as such term is defined in the UCC. βXxxx Xxxxx Actβ: The Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. βDollarsβ: The lawful money of the United States of America. This definition will be equally applicable to the sign $. βEarly Amortization Eventβ: The occurrence of any of the events or conditions set forth in Section 1201 of this Agreement. βEligible Accountβ: Either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such
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18 βEligible Investmentsβ: One or more of the following: (i) direct obligations of, and obligations fully guaranteed as to the full and timely payment by the United States or any agency or instrumentality of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America; provided that notwithstanding the foregoing, the following securities shall not be Eligible Investments: (i) General Services Administration participation certificates; (ii) U.S. Maritime Administration guaranteed Title XI financing; (iii) Financing Corp. debt obligations; (iv) Farmers Home Administration Certificates of Beneficial Ownership; and (v) Washington Metropolitan Area Transit Authority guaranteed transit bonds; (ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall be rated βA-1+β by S&P and βPrime 1β by Xxxxxβx; (iii) commercial paper that, at the time of the investment or contractual commitment to invest therein, is rated βA-1+β by S&P and βPrime 1β by Xxxxxβx; (iv) bankersβ acceptances issued by any depository institution or trust company referred to in clause (ii) above; (v) repurchase obligations with respect to any security pursuant to a written agreement that is a direct obligation of, or fully guaranteed as to the full and timely payment by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (x) a depository institution or trust company (acting as principal) described in clause (ii) or (y) a depository institution or trust company the deposits of which are insured by the Federal Deposit Insurance Corporation and whose commercial paper or other short-term unsecured debt obligations are rated βA-1+β by S&P and βPrime 1β by Xxxxxβx and long-term unsecured debt obligations are rated βAAAβ by S&P and βAaaβ by Xxxxxβx; and (vi) money market mutual funds registered under the Investment Company Act of 1940, as amended (including funds for which an Affiliate of the Collateral Agent is acting as investment advisor), having a rating, at the time of such investment, from a nationally recognized rating agency in the highest investment category granted thereby; provided that none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has a qualified rating by S&P (i.e., one with a qualifying suffix), (b) such obligation or security does not have a fixed principal amount due at its maturity and includes any embedded options, unless full payment of principal is paid in cash upon the exercise of the embedded option, (c) payments with respect to such obligations or securities or proceeds of disposition are subject to withholding taxes by any jurisdiction, unless the payor is
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19 required to make βgross-upβ payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof or (e) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action. Each of the Eligible Investments may be purchased by the Collateral Agent or through an Affiliate of the Collateral Agent. βEntitlement Orderβ: This term shall have the meaning set forth in the UCC. βEquipmentβ: This term shall have the meaning set forth in the UCC. βERISAβ: The Employee Retirement Income Security Act of 1974, as amended. βERISA Affiliateβ: With respect to any Person, any other Person with respect to which it is a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Section 414(b) or (c) of the Code. βEstimated Net Proceedsβ: This term shall have the meaning set forth in Section 5.1.1 of the Management Agreement. βEvent of Defaultβ: This term has the meaning set forth in Section 801 of this Agreement. βExcess Depositβ: This term has the meaning set forth in Section 5.1.2 of the Management Agreement. βExchange Actβ: The Securities Exchange Act of 1934, as amended. βExcluded Amountsβ: Any payments received from the lessee under a Lease in connection with any taxes, fees or other charges imposed by any Governmental Authority, or indemnity payments for the benefit of the originator of such Lease in its individual capacity made pursuant to such Lease. βExcluded Taxesβ: Has the meaning set forth in Section 301(q)(1). βFair Market Valueβ: With respect to any asset (including a Container), shall mean the price at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, which amount shall be determined in good faith by the board of directors or other governing body or, pursuant to a specific delegation of authority by such board of directors or governing body, a designated senior executive officer of the Borrower, the Manager or the Seller. βFASB 133β: Statement of Financial Accounting Standards No. 133 β βAccounting for Derivative Instruments and Hedging Activitiesβ issued by the Financial Accounting Standards Board. βFATCAβ: Sections 1471 through 1474 of the Code, as amended, any regulations thereunder or other official interpretations thereof, any agreements entered into pursuant to Section
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20 1471(b)(1) of the Code and any intergovernmental agreements (including any foreign legislation, rules, regulations, guidance notes or other, similar guidance adopted pursuant to or implementing such agreements) entered into in connection with such Sections. βFATCA Withholding Taxβ: Any withholding or deduction required pursuant to FATCA. βFederal Funds Effective Rateβ: For any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, and determined by the Administrative Agent or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. βFederal Reserve Bankβ: One of the twelve regional banks operated by the Federal Reserve System established by the Federal Reserve Act of 1913 to regulate the U. S. monetary and banking system. βFederal Reserve Boardβ: The Board of Governors of the Federal Reserve System or any successor thereto. βFee Letterβ: That certain upfront fee letter, dated as of the Closing Date, among the Lenders and the Borrower. βFinal Maturity Dateβ: The four year anniversary date of the Conversion Date, or if such date is not a Business Day, the immediately following Business Day. βFinance Leaseβ: Any lease classified as a βfinance leaseβ under GAAP, but excluding, for the avoidance of doubt, any Operating Lease. βFinancial Assetsβ: This term shall have the meaning set forth in the UCC. βFunding Dateβ: Any Business Day on which a Loan is funded in accordance with the terms of this Agreement. βFunding Noticeβ: A funding notice substantially in the form of Exhibit H hereto. βGeneral Intangiblesβ: Any βgeneral intangiblesβ, as such term is defined in the UCC. βGenerally Accepted Accounting Principlesβ or βGAAPβ: Those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof consistently applied as to the party in question. βGovernmental Authorityβ: Any of the following: (a) any federal, state, county, municipal or foreign government, or political subdivision thereof, (b) any governmental or quasi- governmental agency, authority, board, bureau, commission, department, instrumentality or public
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21 body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal to whose jurisdiction that Person has consented. βGrantβ: To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and perfect a security interest in and right of set-off against, deposit, set over and confirm. βHedge Agreementβ: Any Interest Rate Hedge Agreement or Currency Hedge Agreement, as applicable. βHedge Counterpartyβ: Any Interest Rate Hedge Counterparty or Currency Hedge Counterparty, as applicable. βHedge Effective Dateβ: The earliest to occur of (i) the fifth (5th) Business Day after the first date on which Adjusted Term SOFR exceeds four percent (4%) per annum, (ii) the initial date after the Closing Date on which the Aggregate Loan Principal Balance exceeds $100,000,000 for the six (6) consecutive calendar months immediately prior to such date and (iii) the date on which an Event of Default or an Early Amortization Event occurs. βHedging Requirementβ: This term shall have the meaning set forth in Section 628(a) of this Agreement. βIncentive Arrangementsβ: With respect to any Person, any (a) earn-out agreements, (b) stock appreciation rights, (c) βphantomβ stock plans, (d) employment agreements, (e) non- competition agreements and (f) incentive and bonus plans entered into by such Person for the benefit of, and in order to retain, executives, officers or employees of Persons or businesses. βIncrease Effective Dateβ: The meaning specified in Section 301(l)(5). βIncreased Costsβ: Any fee, expense or increased cost actually charged to or incurred by an Indemnified Party for which such Indemnified Party is entitled to compensation pursuant to the provisions hereof. βIndebtednessβ: With respect to any Person without duplication, means (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money, (ii) all obligations of such Person in respect of letters of credit, bankersβ acceptances, and bank guaranties issued for the account of such Person, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v) or (vi) of this definition secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the lesser of (A) the outstanding amount of such Indebtedness and (B) the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount of all capitalized lease obligations of such Person, (v) all Contingent Obligations of such Person and (vi) all obligations of such Person issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are either (x) not overdue by 90 days or more or (y) being contested in good faith by appropriate proceedings promptly instituted and diligently conducted). For the avoidance of doubt, the term Indebtedness shall not
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22 include obligations in respect of swaps, caps or other hedging or derivative items that are permitted by this Agreement. βIndemnified Partyβ: The Administrative Agent, each Lender and each member of the Related Group of each Lender. βIndemnity Amountsβ: Indemnity payments to the Lenders of the Loan (or their related creditor liquidity providers), or any Interest Rate Hedge Counterparty or any Currency Hedge Counterparty for increased costs, funding costs, breakage costs, taxes, other taxes, expenses or other indemnity payment. βIndependentβ: A natural person who at the date of his appointment as a manager, director or officer possesses the following qualifications: (a) has prior experience as an independent director or manager for a corporation or a limited liability company, the corporate instruments of which require the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of proceedings against it or could file a petition seeking relief under any applicable bankruptcy or insolvency law; and (b) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided always that such individual at the date of such individualβs appointment as such manager, director or officer, or at any time in the preceding five years, or during such personβs tenure shall not be (other than such personβs service as an independent director, independent member or independent manager of TCIL or an Affiliate thereof): (i) an employee, director, shareholder, manager, partner or officer of TCIL or an Affiliate thereof; (ii) a customer or supplier of TCIL or an Affiliate thereof; (iii) a beneficial owner at the time of such individualβs appointment as an independent manager, or at any time thereafter while serving as an independent manager, of more than a de minimis amount of the voting securities of TCIL or an Affiliate thereof; (iv) affiliated with a significant customer, supplier or creditor of TCIL or an Affiliate thereof; (v) a party to any significant personal service contracts with TCIL or an Affiliate thereof; or (f) a member of the immediate family of a person described in (i) or (ii) above. βIndependent Accountantsβ: KPMG US LLP or other independent certified public accountants of internationally recognized standing selected by the Borrower and acceptable to the Administrative Agent and the Majority Lenders. βIndependent Directorβ: A director or manager of the Borrower who is Independent. βInsolvency Lawβ: The Bankruptcy Code or similar Applicable Law in any state or other applicable jurisdiction. βInsolvency Proceedingβ: Any Proceeding under any applicable Insolvency Law. βInstrumentsβ: Any instrument, as such term is defined in the UCC, including, without limitation, all notes, certificated securities, and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.
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23 βIntercreditor Collateral Agreementβ: The Second Amended and Restated Intercreditor Collateral Agreement, dated as of December 20, 2021, among TCIL and (in each case as defined therein) the various Triton Entities and Triton Secured Parties from time to time party thereto, as such agreement has been and may be amended, modified or supplemented from time to time in accordance with its terms. βInterest Accrual Periodβ: With respect to each Payment Date, the period commencing on and including the immediately preceding Payment Date (or in the case of the initial Payment Date, commencing on and including the initial Funding Date) and ending on and including the day before the current Payment Date. βInterest Paymentβ: With respect to each Payment Date, an amount equal to the interest payable on such Payment Date on the Aggregate Loan Principal Balance pursuant to Section 301(h) of this Agreement. No such Interest Payment shall include Default Fees. βInterest Rate Hedge Agreementβ: An ISDA interest rate swap or cap agreement, collar or other hedging instrument between the Borrower and the Interest Rate Hedge Counterparty named therein that complies with the guidelines set forth in Section 628 of this Agreement and pursuant to which (i) the Borrower will receive payments from, or make payments to, the Interest Rate Hedge Counterparty based on Adjusted Term SOFR (including, when applicable, any alternative reference rate is established in accordance with the definition of Term SOFR), (ii) recourse by the Interest Rate Hedge Counterparty to the Borrower is limited to distributions in accordance with the priority of payments set forth in Section 302 and Section 806 of this Agreement, as applicable, (iii) contains a βNo Petitionβ covenant with respect to the Borrower that binds the Interest Rate Hedge Counterparty to terms that are materially similar to the terms binding on the Collateral Agent pursuant to Section 1311 of this Agreement; and (iv) does not prohibit the pledge or assignment thereof by the Borrower to the Collateral Agent. The Interest Rate Hedge Agreements in effect on April 27, 2022 which utilize LIBOR rather than Adjusted Term SOFR as a reference point shall constitute Interest Rate Hedge Agreements. βInterest Rate Hedge Counterpartyβ: Any Eligible Interest Rate Hedge Counterparty or any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to this Agreement. βInventoryβ: Any inventory, as such term is defined in the UCC. βInvestmentβ: When used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of securities of any other Person or by means of loan, advance, capital contribution, guaranty or other debt or equity participation or interest in any other Person, including any partnership and joint venture interests of such Person in any other Person. The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property; provided, however, that the term βInvestmentβ shall not include (i) any prepaid expenses, negotiable instruments held for collection and lease, utility and workersβ compensation, performance and other similar deposits made in the ordinary course of
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24 business, (ii) receivables owing to the Borrower, if created or acquired in the ordinary course of its business and payable or dischargeable in accordance with customary trade terms of the Borrower, or (iii) any investments (including debt obligations) received by the Borrower in connection with the bankruptcy or reorganization of lessees, suppliers, trade creditors, licensees, licensors and customers and in good faith settlement of delinquent obligations of, and other disputes with, lessees, suppliers, trade creditors, licensees, licensors and customers arising in the ordinary course of business. βInvestment Company Actβ: The United States Investment Company Act of 1940, as amended. βInvestment Propertyβ: This term shall have the meaning set forth in the UCC. βISDAβ: International Swaps and Derivatives Association, Inc., and any successor thereto. βLast Lessee Damage Paymentβ: The last payments received from a lessee in respect of damages to or repair of a Managed Container that is designated for sale. βLeaseβ or βLease Agreementβ: Each and every item of Chattel Paper, installment sales agreement, equipment lease or rental agreement (including progress payment authorizations) to which a Container is subject from time to time and including any Lease entered into from time to time by the Manager pursuant to which the Manager leases one or more Containers from its Container Fleet. The term Lease includes (a) all payments to be made by the lessee thereunder, (b) all rights of the lessor thereunder, (c) any and all amendments, renewals or extensions thereof and (d) guaranties, or other credit support or Supporting Obligation provided by, or on behalf of, the lessee with respect thereof. βLenderβ: Any Lender party to this Agreement on the Closing Date that funds a Loan or any Lender that becomes a party hereto as a Lender on any subsequent date in accordance with the terms of this Agreement. "Lender" shall be deemed to include any Conduit Lender. A Granting Lender may act on behalf of a Conduit Lender to the extent set forth in this Agreement. βLender Tax Identification Informationβ: Properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a βUnited States Personβ within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a βUnited States Personβ within the meaning of Section 7701(a)(30) of the Code) and other information requested from time to time by the Borrower or the Collateral Agent sufficient (i) to determine the applicability of, or to determine the amount of, U.S. withholding tax under the Code (including back-up withholding and withholding imposed pursuant to FATCA) or other Applicable Law and (ii) for the Borrower and Collateral Agent to satisfy their information reporting obligations under the Code (including under FATCA) or other Applicable Law. βLending Officeβ: As to any Lender, the office or offices of such Lender designated the office from which the Loan is funded by such Lender, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
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25 βLesseeβ or βlesseeβ: Where the context is with respect to a Lease or Lease Agreement, any obligor thereunder. If a Container is subject to a Subservicer Lease (as defined in the Management Agreement), the end user (and not the Subservicer) will be considered to be Lessee or lessee. βLetter-of-Credit Rightsβ: This term shall have the meaning set forth in the UCC. βLienβ: Any security interest, lien, charge, pledge, equity or encumbrance of any kind. βList of Containersβ: A printed list of the Containers transferred by the Seller to the Borrower and hereby certified by an Authorized Signatory, which includes a true and complete list of all Containers to be conveyed on any Transfer Date. The List of Containers will include the following information for each such Container: (i) its Container Identification Numbers and (ii) the type of Container. Supplements to the List of Containers will be attached to the Container Transfer Certificate and will contain only unit Container Identification Numbers for each Container. βLoanβ: Any loan made by the Lenders pursuant to the terms of this Agreement. βMajority Lendersβ: Lenders evidencing more than fifty percent (50%) of the Aggregate Commitment (or, if the Aggregate Commitment has expired or has been terminated, the then Aggregate Loan Principal Balance); provided that the Commitment of, and the aggregate outstanding amount of all Loans held or deemed to be held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders. βManaged Containersβ: All Containers owned by the Borrower at any time. βManagement Agreementβ: The Management Agreement, dated as of the Closing Date, entered into by and among TCIL, TCNA and the Borrower, as such agreement may be amended, restated, supplemented, waived or otherwise modified from time to time in accordance with its terms. βManagement Feeβ: An amount equal to the sum of (A) the product of (x) seven percent (7%) and (y) the Net Operating Income, other than with respect to Containers with Finance Leases, received for the preceding Collection Period, (B) the product of (x) five percent (5%) and (y) the Net Operating Income with respect to Containers with Finance Leases received for the preceding Collection Period and (C) the sum of all Disposition Fees for the preceding Collection Period. βManagement Fee Arrearageβ: For any Payment Date, an amount equal to all unpaid Management Fees from all prior Collection Periods. βManagerβ: The Person performing the duties of the Manager under the Management Agreement; initially, TCIL. βManager Advanceβ: This term is defined in the Management Agreement. βManager Defaultβ: The occurrence of any of the events or conditions set forth in Section 10.1 of the Management Agreement.
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26 βManager Reportβ: A written informational statement in the form attached as an Exhibit to the Management Agreement to be provided by the Manager in accordance with the Management Agreement and furnished to the Collateral Agent and the Administrative Agent. βManager Termination Noticeβ: This term shall have the meaning set forth in Section 10.2 of the Management Agreement. βManaging Officerβ: Any representative of the Manager involved in, or responsible for, the management of the day to day operations of the Borrower and the administration and servicing of the Containers and the other Collateral whose name appears on a list of managing officers furnished to the Borrower and the Collateral Agent by the Manager, as such list may from time to time be amended. βManufacturer Debtβ: A current account payable of the Borrower incurred in connection with the acquisition by the Borrower of a Container provided that such account payable has a due date that occurs prior to the Scheduled Commitment Expiration Date then in effect, does not exceed the purchase price of such Container and will be paid in full on or prior to the second Business Day following its Transfer Date. βManufacturerβs Lienβ: The Lien of the manufacturer on any Container acquired by the Borrower which Lien relates solely to such purchased Container and does not secure an amount in excess of one hundred percent (100%) of the purchase price of such Container. βMaterial Adverse Changeβ: Any set of circumstances or events which (a) pertains to the Borrower, the Seller or the Manager and has any material adverse effect whatsoever upon the validity or enforceability of any Transaction Document or the security for the Loan or the ability of the Collateral Agent to enforce any of its legal rights or remedies pursuant to the Transaction Documents or (b) materially impairs the ability of any of the Borrower, the Seller or the Manager to fulfill its obligations under the Transaction Documents. βMoodyβsβ: Xxxxxβx Investors Service, Inc., and any successor thereto. βNet Book Valueβ: As of any date of determination, with respect to any Managed Container that is not subject to a Finance Lease, the Net Book Value shall be the Original Equipment Cost less accumulated depreciation; provided, that such depreciation shall be determined in accordance with the depreciation policies set forth in Exhibit C. As of any date of determination, with respect to any Managed Container that is subject to a Finance Lease, the Net Book Value shall be one hundred percent (100%) of the net investment value of such Finance Lease, as determined in accordance with GAAP as in effect on the Closing Date. βNet Manager Compensationβ: This term shall have the meaning set forth in the Management Agreement. βNet Operating Incomeβ: For any Collection Period, an amount equal to the excess (if any) of (i) the Container Revenues actually received by or on behalf of the Borrower during such Collection Period, over (ii) the Direct Operating Expenses paid during such Collection Period. βNon-Delaying Lenderβ: The meaning specified in Section 301(m)(2).
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27 βOFACβ: The Office of Foreign Assets Control of the United States Department of the Treasury. βOfficerβs Certificateβ: A certificate signed by a duly authorized officer of the Person (or, if applicable, by a duly authorized officer of the manager of such Person) who is required to sign such certificate. βOperating Leaseβ: Any lease classified as an βoperating leaseβ under GAAP. βOpinion of Counselβ: A written opinion of counsel, who, unless otherwise specified, may be, but need not be, counsel employed by the Borrower, the Seller or the Manager, in each case reasonably acceptable to the Person or Persons to whom such Opinion of Counsel is to be delivered. The counsel rendering such opinion may rely (i) as to factual matters on a certificate of a Person whose duties relate to the matters being certified, and (ii) insofar as the opinion relates to local law matters, upon opinions of local counsel. βOriginal Equipment Costβ: With respect to any Container as of any date, an amount equal to the average, for all Managed Containers of the same equipment type and year of manufacturer, of the sum of (i) the vendorβs or manufacturerβs invoice price of such Container or, with respect to a used Container, the purchase price allocated to such Container by the Seller, in the acquisition of such Container, plus (ii) reasonable and customary inspection, transport and initial positioning costs necessary to put such Container in service which expenditures are capitalized in accordance with GAAP, plus (iii) the cost of any Capital Improvements made to such Container, by, or on behalf of, the Borrower which expenditures are capitalized in accordance with GAAP, plus (iv) reasonable acquisition fees and other fees allocated by the Seller which expenditures are capitalized in accordance with GAAP. βOther Taxesβ: Shall have the meaning set forth in Section 301(q)(2). βOutstandingβ: As of any particular date with respect to any Loan, such Loan to the extent not repaid in full or otherwise terminated pursuant to the provisions of this Agreement. βOutstanding Obligationsβ: As of any date of determination an amount equal to the sum of (i) the then outstanding principal balance of, and accrued interest payable on, the Loans made under this Agreement, (ii) all other amounts owing to the Administrative Agent or Lenders in respect of the Loans, or to any Person under this Agreement including any unpaid enforcement costs and collateral preservation expenses, (iii) amounts owing by the Borrower under any Interest Rate Hedge Agreement and (iv) amounts owing by the Borrower under any Currency Hedge Agreement. βOverfunding Lendersβ: Shall have the meaning set forth in Section 301(m)(4). βParticipantβ: Shall have the meaning set forth in Section 1004. βPayment Dateβ: The 20th day of each month (or, if such 20th day is not a Business Day, the next succeeding Business Day). The initial Payment Date shall be January 22, 2019.
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28 βPermitted Businessβ: The marine container leasing business and any business that is the same as or similar, reasonably related, complementary, ancillary or incidental to the marine container leasing business, including, but not limited to, the leasing of chassis. The container logistics business, the container purchase and resale business, and the static storage business, all as currently engaged in by Triton Holdco or its Subsidiaries on the Closing Date are also deemed to be a Permitted Business. For the avoidance of doubt, all activities contemplated by the Transaction Documents shall be deemed to be a βPermitted Businessβ hereunder. βPermitted Encumbranceβ: Any of the following: (i) Liens for taxes, assessments or governmental charges or levies not yet delinquent or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate cash reserves have been established in accordance with GAAP; (ii) Liens in respect of property or assets of the Borrower or any of its Subsidiaries imposed by law which have not arisen to secure Indebtedness for borrowed money, such as carriersβ, seamenβs, stevedoresβ, wharfingerβs, depot operatorsβ, transportersβ, warehousemensβ, mechanicsβ, landlordβs, suppliersβ, repairmenβs or other like Liens, and relating to amounts not yet due or which shall not have been overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings for which adequate cash reserves have been established in accordance with GAAP; (iii) Liens created pursuant to the terms of this Agreement and the other Transaction Documents; (iv) Liens arising from judgments, decrees or attachments in respect of which the Borrower shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings (including in connection with the deposit of cash or other property in connection with the issuance of stay and appeal bonds); (v) licenses, sublicenses, leases or subleases (including Leases) granted by, or on behalf of, the Borrower to third Persons in the ordinary course of business; (vi) Liens arising from or related to precautionary UCC or like personal property security financing statements regarding operating leases (if any) entered into by the Borrower as lessor in the ordinary course of business; (vii) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties not past due in connection with the importation of goods; (viii) Liens arising solely by virtue of any statutory or common law provision relating to bankersβ liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (ix) Liens of a lessee under any Finance Lease; and
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29 (x) Manufacturerβs Liens (so long as any Manufacturer Debt in respect of such Container is paid by not later than two (2) Business Days following the date of acquisition by the Borrower of such Container); provided, however, that any proceedings of the type described in clauses (i), (iv) or (vii) above would not reasonably be expected to subject the Collateral Agent or any Secured Party to any civil or criminal penalty or liability or involve any risk of loss, sale or forfeiture of any portion of the Collateral that would result in an Asset Base Deficiency. βPermitted Payment Date Withdrawalsβ: For any Payment Date, one of the following: (1) for any Payment Date other than the Final Maturity Date, the aggregate amount of the interest and any arrearages thereof payable on such Payment Date; or (2) for (i) the Final Maturity Date or (ii) any date on which an Event of Default has occurred and is then continuing and the Loans have been accelerated in accordance with the provisions of this Agreement, an amount equal to the sum of (x) the aggregate amount of the interest and arrearages thereof payable on such Payment Date and (y) the then Aggregate Loan Principal Balance. βPersonβ: An individual, a partnership, a limited liability company, a corporation, a joint venture, an unincorporated association, a joint-stock company, a trust, or other entity or a Governmental Authority. βPlanβ: An βemployee pension benefit planβ, as such term is defined in Section 3(2) of ERISA which is subject to Title IV of ERISA and which is maintained by Borrower or an ERISA Affiliate of the Borrower. βPredecessor Containerβ: This term shall have the meaning set forth in Section 3.04 of the Contribution and Sale Agreement. βPrepaymentβ: Any mandatory or optional prepayment of principal of the Loan prior to the Final Maturity Date made in accordance with the terms of this Agreement. βPrime Rateβ: As of any date of determination, the rate quoted by the Administrative Agent as its βprime rateβ, such rate being a reference rate and not necessarily representing the lowest or best rate charged to any customer. βPro Rata Shareβ: With respect to each Lender as of any date of determination, a ratio (expressed as a percentage) the numerator of which is equal to the Commitment of such Lender (or, if the Aggregate Commitment has expired or has been terminated, the then unpaid principal balance of the Loans owing to such Lender) and the denominator of which is equal to the Aggregate Commitment (or, if the Aggregate Commitment has expired or has been terminated, the Aggregate Loan Principal Balance). βProceedingβ: Any suit in equity, action at law, or other judicial or administrative proceeding.
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30 βProceedsβ: βProceedsβ, as such term is defined in the UCC. βReceivables Thresholdβ: As of any date of determination, means an amount equal to the lesser of (i) $5.5 million and (ii) 0.55% of the Aggregate Net Book Value as of such date of determination. βRecord Dateβ: With respect to any Payment Date, the last Business Day of the Interest Accrual Period ending on the day preceding such Payment Date. βRegisterβ: Shall have the meaning set forth in Section 1003. βRelated Assetsβ: With respect to any Transferred Container, all of the following: (i) all Net Operating Income and Sales Proceeds accrued as of the related Transfer Date, (ii) all right, title and interest in and to, but none of the obligations under, any agreement with the manufacturer of such Container or any third party with respect to such Container, and all amendments, additions and supplements made with respect to such Container, (iii) all right, title and interest in and to any Lease Agreement to which such Container is subject (to the extent, but only to the extent, that such Lease Agreement relates to such Container), including, without limitation, the Sellerβs interest under all amendments, additions and supplements thereto, (iv) all other security interests or liens and property subject thereto from time to time purporting to secure payment of a Lease Agreement (to the extent, but only to the extent, attributable to such Container), (v) all letters of credit, guarantees, Supporting Obligations and other agreements or arrangements of whatever character from time to time supporting or securing payment of any Lease Agreement (to the extent, but only to the extent, attributable to such Container), (vi) any insurance proceeds received with respect to such Container, (vii) all books and records relating to such Container, (viii) all payments, proceeds and income of the foregoing or related thereto; (ix) any agreement with the manufacturer of such Container or other seller of such Container, and all amendments, additions and supplements made with respect to such Container, to the extent, but only to the extent, relating to such Container; and (x) all rights under UCC financing statements or documents of similar import evidencing a security interest in favor of the Seller with respect to such Container (including any such financing statement filed pursuant to Section 2.03(a)(iii) of the Contribution and Sale Agreement). βRelated Groupβ: For each Lender, such Lender and, if applicable, any related Conduit Lender, and the liquidity providers and credit enhancers for such Conduit Lender. "Related Parties": With respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person's Affiliates. βRequired Deposit Ratingβ: With regard to an institution, the short-term unsecured senior debt rating of such institution is in the highest category by each of S&P and Moodyβs. βRequired Hedge Base Amountβ: On any date, an amount equal to the Aggregate Loan Principal Balance. βResponsible Officerβ: When used with respect to the Collateral Agent, any officer assigned to the Corporate Trust Office (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other
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31 officer of the Collateral Agent customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement. βRestricted Cash Accountβ: This term shall have the meaning set forth in Section 306 of this Agreement. βRestricted Cash Amountβ: As of any Payment Date, the amount required to be deposited or maintained in the Restricted Cash Account, which shall be an amount equal to the product of (a) three (3), (b) one-twelfth (1/12), (c) the annual rate of interest payable by the Borrower on the Loans then Outstanding (or, to the extent that an Interest Rate Hedge Agreement is in effect with respect to all, or a portion of, such principal balance, the interest rate payable by the Borrower on such Interest Rate Hedge Agreement) and (d) the then Aggregate Loan Principal Balance calculated after giving effect to any principal payment actually paid on such date. βRestricted Subsidiaryβ: With respect to the Manager, any Subsidiary of the Manager that is not an Unrestricted Subsidiary. βRevenue Reserve Accountβ: The account or accounts established pursuant to Section 307 of this Agreement. βS&Pβ: S&P Global Ratings and its successors in interest. βSaleβ: This term shall have the meaning set forth in Section 815 of this Agreement. βSales Proceedsβ: With respect to any Managed Container that (i) has been sold to a third party, or (ii) is the subject of a Casualty Loss, an amount equal to the excess of (a) the gross proceeds of the sale or other disposition (including any Last Lessee Damage Payment) of a Managed Container or Casualty Proceeds, if any, received by the Manager in respect of a Managed Container, over (b) commissions, administrative fees, handling charges, taxes, reserves or other similar amounts paid, or to be paid, to Persons other than the Manager in connection with the sale or other disposition as determined in the sole discretion of the Manager; provided, however, that to the extent that any such commission, administrative fees, handling charges or other similar amount is to be paid to an Affiliate of the Manager, the amount of such fee or other charge shall not exceed the amount that would have otherwise been payable to an independent third party in an arms-length transaction. βSanctionβ: Any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority. βSanctioned Countryβ: Any country or territory that is, or whose government is, the subject of comprehensive Sanctions consisting of a general embargo imposed by any Sanctions Authority; as of the Closing Date, such countries and territories include Cuba, Iran, North Korea, Syria, Sudan, the Crimea Region of Ukraine, the so-called Donetsk Peopleβs Republic or Luhansk Peopleβs Republic regions of Ukraine. βSanctioned Personβ: Any of the following: (a) any Person that is listed on, or owned or controlled by a Person listed on (or a Person acting on behalf of such a Person) (i) the list of
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32 βSpecially Designated Nationals and Blocked Personsβ maintained by OFAC available at xxxx://xxx.xxxxxxxx.xxx/xxxxxxxx-xxxxxx/xxxxxxxxx/XXX-Xxxx/Xxxxx/xxxxxxx.xxxx or as otherwise published from time to time, the βSectoral Sanctions Identificationsβ list maintained by OFAC available at xxxx://xxx.xxxxxxxx.xxx/xxxxxxxx-xxxxxx/xxxxxxxxx/XXX-Xxxx/Xxxxx/xxx_xxxx.xxxx or as otherwise published from time to time, or the βForeign Sanctions Evadersβ list maintained by OFAC available at xxxx://xxx.xxxxxxxx.xxx/xxxxxxxx-xxxxxx/xxxxxxxxx/XXXXxxx/Xxxxx/ fse_list.aspx or as otherwise published from time to time, (ii) the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by Her Majestyβs Treasury or (iii) any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time; or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization directly or indirectly controlled by a Sanctioned Country or (iii) a Person resident in (or organized under the laws of) a Sanctioned Country, or (iv) a Person who is owned or controlled by, or acting on behalf of such a Person. βSanctions Authorityβ: Each of the following: (a) the United States Government, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, (e) the governments, official institutions or agencies and other relevant sanctions authorities of any of the foregoing in clauses (a) through (d), including OFAC, the US Department of State, and Her Majestyβs Treasury or (f) any other governmental authority with jurisdiction over the Borrower, any Affiliate of the Borrower or, to the knowledge of the Borrower, any Lender. βScheduled Commitment Expiration Dateβ: April 27, 2025, as such date may be extended from time to time in accordance with Section 301(l)(7). βScheduled Principal Payment Amountβ: With respect to the Loans on any Payment Date: (1) for any Payment Date prior to the Conversion Date, zero; and (2) for any Payment Date occurring on or following the Conversion Date, an amount equal to the excess, if any, of (x) the Aggregate Loan Principal Balance over (y) the Scheduled Targeted Principal Balance for the Loans for such Payment Date. βScheduled Targeted Principal Balanceβ: For each Payment Date, an amount equal to the product of (x) the Aggregate Loan Principal Balance on the Conversion Date and (y) the percentage set forth opposite such Payment Date (based on the number of Payment Dates elapsed from the Conversion Date) on Schedule III hereto under the column titled βTarget Percentageβ. βSecured Partiesβ: The Administrative Agent, the Lenders and each Hedge Counterparty (for so long as such Hedge Counterparty is a party under its Hedge Agreement or any amounts are owed to it under the related Hedge Agreement). βSecurities Entitlementsβ: This term shall have the meaning set forth in the UCC. βSecurities Intermediaryβ: The Person identified as such in the preamble hereto and acting as βsecurities intermediaryβ (as defined in Section 8-102(a)(14) of the UCC) for any of the Distribution Account, Revenue Reserve Account and the Restricted Cash Account. βSellerβ: Triton International Finance LLC, a Delaware limited liability company, and its successors and permitted assigns.
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33 βServicing Standardβ: This term shall have the meaning set forth in Section 3.1 of the Management Agreement. βSOFRβ: A rate equal to the secured overnight financing rate as administered by the SOFR Administrator. βSOFR Administratorβ: The Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). βSOFR Rate Loanβ: A Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (iii) of the definition of βBase Rateβ. βSpecialized Containersβ: All refrigerated containers, tank containers, special purposes containers, open top containers, flat rack containers, bulk containers, high cube containers (other than 40β high cube dry containers), cellular palletwide containers and all other types of containers other than standard dry cargo containers. βStateβ: Any state of the United States of America and, in addition, the District of Columbia. βStep-Up Marginβ: With respect to each Loan on or after the Conversion Date during the occurrence and continuance of an Asset Base Deficiency, the portion of the Applicable Margin with respect to such Loan that is equal to the positive excess of (x) the percentage set forth in clause (ii) of the definition of βApplicable Marginβ minus (y) the percentage set forth in clause (i) of the definition of βApplicable Marginβ. βSubservicerβ: This term shall have the meaning set forth in Section 2.2 of the Management Agreement. βSubservicing Agreementβ: This term shall have the meaning set forth in Section 2.2 of the Management Agreement. βSubsidiaryβ: A subsidiary of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50.0%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of such Person, or a combination thereof. βSubstitute Containerβ: This term is defined in Section 3.04 of the Contribution and Sale Agreement. βSupplemental Principal Payment Amountβ: As of any other date of determination, an amount equal to the excess, if any, of (i) the Aggregate Loan Principal Balance (calculated after giving effect to the Scheduled Principal Payment Amount paid on such date), over (ii) the Asset Base on such Payment Date (determined as of the last day of the month immediately preceding such Payment Date). βSupporting Obligationβ: This term shall have the meaning set forth in the UCC.
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34 βTALβ: TAL International Container Corporation, a Delaware corporation. βTaxesβ: This term shall have the meaning set forth in Section 301(q)(1) of this Agreement. βTCILβ: Triton Container International Limited, a company limited by shares, incorporated, organized and existing under the laws of Bermuda. βTCIL Credit Agreementβ: That certain Eleventh Restated and Amended Credit Agreement, dated as of October 14, 2021, among TCIL and TAL International Container Corporation, as borrowers, the lenders from time to time party thereto, Triton HoldCo, as guarantor, and Bank of America, N.A., as administrative agent and an issuer thereunder, and any revolving credit facility that may be entered into from time to time as a replacement for such Credit Agreement; in each case, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time in accordance with its terms. βTCNAβ: Triton Container International, Incorporated of North America, a corporation organized and existing under the laws of the State of California. βTerm SOFRβ: (a) for any calculation with respect to a SOFR Rate Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Accrual Period on the day (such day, the βPeriodic Term SOFR Determination Dayβ) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Accrual Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and the circumstances set forth in the below proviso have not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and (b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the βBase Rate Term SOFR Determination Dayβ) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and the circumstances set forth in the below proviso have not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S.
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35 Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day; provided, that, if at any time the Administrative Agent and the Borrower have determined that (x) the circumstances set forth in clause (b) of Section 301(s) have arisen and such circumstances are unlikely to be temporary, or (y) the circumstances set forth in clause (b) of Section 301(s) have not arisen but (i) the SOFR Administrator or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Term SOFR Reference Rate shall no longer be available, or used for determining interest rates for loans, or (ii) syndicated loans currently being executed, or that include language similar to that contained in this paragraph, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Term SOFR Reference Rate, then the Administrative Agent and the Borrower, in consultation with the Hedge Counterparties, shall endeavor to establish an alternate rate of interest to Adjusted Term SOFR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement, subject to the written consent of each Hedge Counterparty, to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Article X, such amendment shall become effective without any further action or consent of any other party to this Agreement (and, for the avoidance of doubt, with the consent of the Hedge Counterparties as of such time) so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this provision, each Loan hereunder shall bear interest equal to the rate set forth in clause (i) of the definition of βBase Rateβ; provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. βTerm SOFR Adjustmentβ: A percentage equal to 0.10% per annum. βTerm SOFR Administratorβ: CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion). βTerm SOFR Reference Rateβ: The forward-looking term rate based on SOFR. βTerminated Managed Containerβ: A Managed Container for which the management of such Managed Container may be transferred as the result of the occurrence of a Manager Default in accordance with the terms of the Management Agreement. βTransaction Documentsβ: Any and all of this Agreement, the Management Agreement, the Intercreditor Collateral Agreement, the Control Agreement, any notes issued pursuant to this Agreement, the Contribution and Sale Agreement, the Director Services Agreement, the Interest Rate Hedge Agreements (upon execution thereof), the Currency Hedge Agreements (upon
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36 execution thereof), Administrative Agent Fee Letter, Fee Letter, and all other transaction documents and any and all other agreements, documents and instruments executed and delivered in connection therewith, as any of the foregoing may from time to time be amended, modified, supplemented or renewed. βTransfer Dateβ: The date on which a Container is contributed or sold by the Seller to the Borrower pursuant to the terms of the Contribution and Sale Agreement. βTransferred Assetsβ: Transferred Containers and Related Assets collectively. βTransferred Containerβ: A Container transferred by the Seller to the Borrower. βTriton Holdcoβ: Triton International Limited (an exempted company incorporated with limited liability under the laws of Bermuda). βUCCβ: The Uniform Commercial Code as in effect in the State of New York. In the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Collateral Agentβs security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term UCC shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions relating to such attachment, perfection of priority and for purposes of definitions related to such provisions. βUNIDROIT Conventionβ: Any convention promulgated by the International Institute for the Unification of Private Law specifically dealing with interests in shipping containers. βUnrestricted Subsidiaryβ: Any Subsidiary that is designated by the Manager as an βUnrestricted Subsidiaryβ in accordance with the procedures set forth in the TCIL Credit Agreement (including without limitation the Borrower). βUpfront Feeβ: The meaning set forth in Section 301(p) of this Agreement. βU.S. Government Securities Business Dayβ: Any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. βXxxxxxx Ruleβ: Section 619 of the Xxxx-Xxxxx Act. βWarranty Purchase Amountβ: With respect to any Managed Container, an amount equal to the Net Book Value of such Managed Container on the date of repurchase by the Seller from the Borrower pursuant to the Contribution and Sale Agreement. βWeighted Average Ageβ: For any date of determination, an amount equal to (i) the sum of the products, for each Managed Container, of (A) the age in years of such Managed Container and (B) the Net Book Value of such Managed Container, divided by (ii) the Aggregate Net Book Value.
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38 (b) references herein to βArticlesβ, βSectionsβ, βSubsectionsβ, βparagraphsβ, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, paragraphs and other subdivisions of this Agreement; (c) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (d) the words βhereinβ, βhereofβ, βhereunderβ and other words of similar import refer to this Agreement as a whole and not to any particular provision; (e) the term βincludeβ or βincludingβ shall mean without limitation by reason of enumeration; and (f) When referring to Section 302 or Section 806 of this Agreement, the term βorβ shall be additive and not exclusive. Section 105 Statutory References. References in this Agreement to any section of the Uniform Commercial Code or the UCC shall mean, on or after the effective date of adoption of any revision to the Uniform Commercial Code or the UCC in the applicable jurisdiction, such revised or successor section thereto. ARTICLE II SECURITY INTEREST To secure the payment of all Outstanding Obligations and the performance of all of the Borrowerβs covenants and agreements in this Agreement and all other Transaction Documents, the Borrower hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and to all of the Borrowerβs right, title and interest in, to and under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers (including any and all substitutions therefor acquired from time to time) and other Transferred Assets, (ii) the Distribution Account, the Restricted Cash Account, the Revenue Reserve Account and all amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the foregoing or otherwise on deposit from time to time in the foregoing, (iii) the Contribution and Sale Agreement, all Hedge Agreements, the Management Agreement and the Intercreditor Collateral Agreement, and (iv) all of the following, whether now existing or hereafter acquired: (a) All Accounts; (b) All Chattel Paper; (c) All Lease Agreements; (d) All Contracts;
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39 (e) All Documents; (f) All General Intangibles; (g) All Instruments; (h) All Inventory; (i) All Supporting Obligations; (j) All Equipment and all Goods; (k) All Letter-of-Credit Rights; (l) All Commercial Tort Claims; (m) All Investment Property; (n) All Deposit Accounts; (o) All property of the Borrower held by the Collateral Agent for the benefit of the Secured Parties, including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Collateral Agent for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Borrower, or as to which the Borrower may have any right or power; (p) To the extent not included above and without limiting the foregoing, all Chattel Paper, all Leases and all schedules, supplements, amendments, modifications, renewals, extensions, and guarantees thereof in every case whether now owned or hereafter acquired and all amounts, rentals, proceeds and other sums of money due and to become due under the Container Related Agreements, including (in each case only to the extent related to the Managed Containers), without limitation, (i) all rentals, payments and other monies, including all insurance payments and claims for losses due and to become due to the Borrower under, and all claims for damages arising out of the breach of, any Container Related Agreement; (ii) the right of the Borrower to terminate, perform under, or compel performance of the terms of the Container Related Agreements; (iii) any guarantee of the Container Related Agreements and (iv) any rights of the Borrower in respect of any subleases or assignments permitted under the Container Related Agreements; (q) All insurance proceeds of the Collateral and all proceeds of the voluntary or involuntary disposition of the Collateral or such proceeds; (r) Any and all payments made or due to the Borrower in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Collateral;
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40 (s) Subject to the terms and conditions set forth in the Intercreditor Collateral Agreement, all Proceeds of the Managed Containers from time to time on deposit in the Collection Account; and (t) To the extent not otherwise included, all income and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. All of the property described in this Article II is herein collectively called the βCollateralβ and as such is security for all Outstanding Obligations; provided that notwithstanding anything to the contrary in this Agreement, Collateral shall not include monies paid to the Borrower under this Agreement, including monies received by the Borrower pursuant to Section 302 or Section 806; provided further, that notwithstanding the foregoing Grant, (i) no account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person, (ii) no Lease in which the Lessee is a Sanctioned Person and (iii) no Managed Container that the Borrower or the Manager has actual knowledge to be located in a Sanctioned Jurisdiction in violation of applicable laws, shall, in any such instance, constitute Collateral so long as such condition is continuing. Each of the Borrower, the Collateral Agent, and each Secured Party agrees that the terms of the foregoing Grant are subject in all respects to the terms and conditions set forth in the Intercreditor Collateral Agreement. The Collateral Agent acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein required as hereinafter provided. Notwithstanding the foregoing, the Collateral Agent does not assume, and shall have no liability to perform, any of the Borrowerβs obligations under any agreement included in the Collateral and shall have no liability arising from the failure of the Borrower or any other Person to duly perform any such obligations. The Borrower consents to and confirms that any Uniform Commercial Code financing statements filed against the Borrower may describe the Collateral as βall assetsβ or βall personal propertyβ (or any other words of similar effect) of the Borrower. The Loans and the interest and other amounts payable thereon shall be full recourse obligations of the Borrower and shall be secured by all of the Borrowerβs right, title and interest in the Collateral. The Loans shall never constitute obligations of the Collateral Agent, the Manager, the Seller or of any shareholder or any Affiliate of the Seller (other than the Borrower) or any member of the Borrower, or any officers, directors, employees or agents of any thereof, and no recourse may be had under or upon any obligation, covenant or agreement of this Agreement, or for any claim based thereon or otherwise in respect thereof, against any incorporator or against any past, present, or future owner, partner of an owner or any officer, employee or director thereof or of any successor entity, or any other Person, either directly or through the Borrower, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed that this Agreement and the obligations issued hereunder are solely obligations of the Borrower, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any other Person under or by reason of this Agreement or implied
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41 therefrom, or for any claim based thereon or in respect thereof, all such liability and any and all such claims being hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement. No Person other than the Borrower shall be liable for any obligation of the Borrower hereunder or for any losses incurred by any Lender. ARTICLE III THE LOANS Section 301 Principal Terms of the Loans. (a) Funding Commitment. Subject to the terms and conditions set forth in this Agreement, each Lender hereby confirms its commitment to fund Loans up to an aggregate amount of unpaid Loans owing to such Lender and each Conduit Lender in an amount not to exceed the lesser of (i) its Availability of such Lender on such date and (ii) the Commitment of such Lender as set forth opposite the name of such Lender on Schedule II hereto (as such schedule may be updated from time to time in accordance with the terms of this Agreement). The facility evidenced by this Agreement is a revolving credit facility and accordingly the Borrower may, subject to the terms and conditions of this Agreement, re-borrow any amounts repaid pursuant to the terms of this Agreement. (b) Conduit Funding. Notwithstanding anything to the contrary in Section 301(a), a Lender (a βGranting Lenderβ) may fund all or a portion of its investment in the Loans by transferring all, or portion of, its investment to its designated Conduit Lender; provided that (i) nothing herein shall constitute a commitment by any Conduit Lender to fund any Loan and (ii) if any Conduit Lender elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the related Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof. The funding of any Loan by a Conduit Lender hereunder shall utilize the Commitment of its related Granting Lender to the same extent that, and as if, such Loan was funded by such Granting Lender. Notwithstanding anything to the contrary herein, each Lender shall be responsible for allocating in its sole discretion its investment in the Loans between such Lender and its related Conduit Lender (if any) and the Lender record of such allocation shall be conclusive. (c) Funding Notice. On the terms and conditions set forth herein, the Borrower may submit to the Administrative Agent a funding notice, substantially in the form of Exhibit H hereto (a βFunding Noticeβ) requesting that each Lender make a Loan to the Borrower. The Administrative Agent shall promptly notify each of the Lenders of receipt of such Funding Notice and each Lenderβs Pro Rata Share of the requested Loan. Each such Funding Notice shall be submitted to the Administrative Agent at least three (3) Business Days prior to the requested Funding Date. Any Funding Notice received by the Administrative Agent prior to 11:00 am (New York time) on a Business Day shall be deemed to have been received on such Business Day and any Funding Notice received by the Administrative Agent after such time shall be deemed received on the following Business Day. (d) Loan Procedures.
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42 (1) On each day prior to the Conversion Date, and subject to the satisfaction of the terms and conditions set forth herein, each Lender (or, if applicable, the Conduit Lender in its Related Group, if such Conduit Lender elects, in its sole discretion, to make such Loan) shall make a Loan on the requested Funding Date in an amount equal to its Pro Rata Share of the amount set forth in the corresponding Funding Notice; provided, however, that a Delaying Lender may elect to deliver a Delaying Funding Notice with respect to such Loan Advance in accordance with Section 301(m) hereof. Each Loan by each Lender (or, if applicable, the Conduit Lender in its Related Group, if such Conduit Lender elects, in its sole discretion, to make such Loan) shall be for an amount (A) not less than the lesser of (x) its then unused Commitment and (y) One Hundred Thousand Dollars ($100,000), and (B) not greater than the Availability of such Lender on the applicable Funding Date. In the event that any Defaulting Lender fails to make a Loan in accordance with its Commitment, the other Lenders shall not be obligated to fund the Pro Rata Share of the Defaulting Lender(s). Except as otherwise provided in Section 301(m) for a Delaying Lender, the failure of any Lender or a member of its Related Group to make a Loan shall not impose an obligation on any other non-Defaulting Lender or member of its Related Group to make a Loan of such shortfall. (2) Unless the Administrative Agent shall have received notice from a Lender, prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lenderβs Pro Rata Share of the amount set forth in the related Funding Notice, the Administrative Agent may assume that such Lender has made such Pro Rata Share available on such date in accordance with clause (1) above and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Pro Rata Share available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its Pro Rata Share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lenderβs Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
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43 (e) Records. A duly authorized officer or representative of each Lender shall make appropriate notations on its books and records to reflect its Pro Rata Share of payments received by it in reduction of the Aggregate Loan Principal Balance. The Borrower hereby authorizes each duly authorized officer of each Lender to make such notations on its books and records as aforesaid (provided that any failure by such officer or representative of a Lender to make any such notation shall not affect the obligations of the Borrower under any Loan). Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a note, which shall evidence such Lenderβs Loans in addition to such accounts or records. Each Lender may attach schedules to its note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. (f) SOFR. Each Loan made by a Lender shall be a SOFR Rate Loan except under the circumstances set forth in Section 301(r) or (s) of this Agreement. (g) Principal and Interest. Distributions of principal and interest on the Loans shall be made to the Lenders as set forth in Section 302 of this Agreement. All payments of principal and interest on the Loans and fees with respect to the Loans shall be paid by the Borrower to the Lenders reflected in the Register maintained by the Administrative Agent as of the related Record Date, based on their respective, Pro Rata Shares, by wire transfer of immediately available funds for receipt prior to 11:00 a.m. (New York City time) on the related Payment Date. Any payments received by a Lender after 11:00 a.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day. (h) Interest Payments on the Loan. Subject to the provisions of Sections 301(i) and (j), (i) each SOFR Rate Loan (to the extent any Loan is a SOFR Rate Loan) shall bear interest on the outstanding principal amount thereof during each Interest Accrual Period at a rate per annum equal to Adjusted Term SOFR for such Interest Accrual Period plus the Applicable Margin, and (ii) each Base Rate Loan (to the extent any Loan is a Base Rate Loan) shall bear interest on the outstanding principal amount thereof during each Interest Accrual Period at a rate per annum equal to the Base Rate plus the Applicable Margin. Interest on any such SOFR Rate Loan and Base Rate Loan shall be payable in arrears on each Payment Date from amounts on deposit in the Distribution Account in accordance with Section 302. The Administrative Agent shall no later than the third Business Day prior to each Payment Date submit an invoice to the Borrower and the Manager detailing the calculation of the Interest Payment payable on such Payment Date. (i) Interest on Overdue Amounts. If the Borrower shall default in the payment of (i) the Aggregate Loan Principal Balance on the Final Maturity Date, or (ii) the Interest Payment on any Payment Date, or (iii) all other amounts becoming due hereunder on the Final Maturity Date or any earlier date on which the Loan has been accelerated in accordance with Section 802, the Borrower shall, from time to time, pay interest on such unpaid amounts, to the extent permitted by Applicable Law, at a rate per annum equal to the Default Rate, for the period during which such principal, interest or other amount shall be unpaid from the due date of such payment to the date of actual payment thereof (after as well as before judgment). Default Fees shall be payable at the times and subject to the priorities set forth in Section 302 hereof.
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46 hereto as of each Increase Effective Date to reflect any modification to the Aggregate Commitment pursuant to this Section 301(l). The Lenders that agree to such increase shall surrender their notes (if any) to the Borrower. Upon the Borrowerβs receipt of evidence of such surrender (to the extent applicable), the Borrower shall deliver promptly to each applicable Lender a replacement note (if requested by such Lender) reflecting the Lenderβs increased Commitment. (6) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent and the Collateral Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 501 and the other Transaction Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Early Amortization Event, Event of Default or Asset Base Deficiency exists or would exist after giving effect to such increase. The Borrower shall prepay or shall cause the Lenders to allocate any Loans outstanding on the Increase Effective Date (and pay any additional amounts required under the Transaction Documents) to the extent necessary to keep the outstanding Loans with any revised Pro Rata Share arising from any non-ratable increase in the Aggregate Commitment under this Section 301(l). (7) The Borrower may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Scheduled Commitment Expiration Date, by written notice to each Lender, with a copy to the Collateral Agent and the Administrative Agent, request that the Lenders extend the Scheduled Commitment Expiration Date for a specified period of time. Each Lender shall make a determination, in its sole discretion, within 30 days of its receipt of the Borrowerβs request, as to whether or not it will agree to extend the Scheduled Commitment Expiration Date; provided, however, that the failure of a Lender to make a timely response to the Borrowerβs request for extension of the Scheduled Commitment Expiration Date shall be deemed to constitute a refusal by such Lender to extend the Scheduled Commitment Expiration Date. Any such extension of the Scheduled Commitment Expiration Date shall become effective only upon (i) written confirmation to the Borrower by a Lender of its agreement to so extend the Scheduled Commitment Expiration Date, and (ii) receipt by each Lender of any fees required to be paid in connection with such extension. If fewer than all of the Lenders have agreed to extend the then existing Scheduled Commitment Expiration Date, the Borrower may arrange for additional Eligible Assignees to replace the Lender or Lenders that have not consented to such extension.
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50 of, or otherwise with respect to, this Agreement or any other Transaction Document, except any such taxes, charges or levies imposed with respect to an assignment (hereinafter referred to as βOther Taxesβ). (3) Subject to clause (7) below, if any Taxes or Other Taxes are directly asserted or imposed against any Indemnified Party, the Borrower shall indemnify and hold harmless such Indemnified Party, but only in accordance with the priorities for distribution set forth in Section 302 hereof, for the full amount of the Taxes or Other Taxes (including any Taxes or Other Taxes asserted or imposed by any jurisdiction on amounts payable under this Section 301(q)) paid by the Indemnified Party and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted or imposed. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Indemnified Party the required receipts or other required documentary evidence, the Borrower shall indemnify the Indemnified Party for any incremental Taxes or Other Taxes, interest or penalties that may become payable by the Indemnified Party as a result of any such failure. Payment under this indemnification shall be made in accordance with the payment priorities set forth in Section 302 hereof on the Payment Date following the date on which the Indemnified Party makes written demand therefor. Each Indemnified Party shall give prompt notice to the Borrower of any assertion of Taxes or Other Taxes so that the Borrower may, at its option, contest such assertion. (4) Within thirty (30) days after the date of any payment by the Borrower of Taxes or Other Taxes, the Borrower shall furnish to the affected Indemnified Party the original (or a certified copy) of a receipt evidencing payment thereof, or other evidence of payment thereof satisfactory to such Indemnified Party. (5) Taxes, Other Taxes and other indemnification payments owing pursuant to the provisions of this Section 301(q) shall be paid in accordance with the payment priority set forth in Section 302 hereof. (6) If an Indemnified Party is not a βUnited States personβ as defined in section 7701(a)(30) of the Code, such Indemnified Party shall deliver to the Borrower, with a copy to the Administrative Agent, the Collateral Agent and the Manager, within 15 days after the Closing Date, or, if such Indemnified Party becomes an Indemnified Party after the Closing Date, the date on which such Indemnified Party becomes an Indemnified Party hereunder: (i) two (or such other number as may from time to time be prescribed by Applicable Laws) duly completed copies of (A) IRS Form W- 8BEN or IRS Form W-8BEN-E claiming eligibility of the Indemnified Party for benefits of an income tax treaty to which the United States is a party and establishing that such Indemnified Party is not subject to
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51 withholding under FATCA or (B) IRS Form W-8ECI (or any successor forms or other certificates or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Laws) or (ii) in the case of an Indemnified Party that is not legally entitled to deliver either form listed in clause (6)(i), (A) a certificate of a duly authorized officer of such Indemnified Party to the effect that such Indemnified Party is not (x) a βbankβ within the meaning of Section 881(c)(3)(A) of the Code, (y) a β10 percent shareholderβ of the Borrower or TCIL within the meaning of Section 881(c)(3)(B) of the Code, or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an βExemption Certificateβ) and (B) two duly completed copies of IRS Form W-8BEN, IRS Form W-8BEN- E, or applicable successor form certifying the foreign status of such Indemnified Party and establishing that such Indemnified Party is not subject to withholding under FATCA, as appropriate, to permit the Borrower to make payments hereunder for the account of such Indemnified Party, without deduction or withholding of United States federal income or similar Taxes. Each other Indemnified Party agrees to deliver to the Borrower, with a copy to the Administrative Agent, the Collateral Agent and the Manager, within 15 days after the Closing Date, or, if such Indemnified Party becomes an Indemnified Party after the Closing Date, the date on which such Indemnified Party becomes an Indemnified Party hereunder, one or more accurate and complete original signed copies (as the Borrower, Administrative Agent, the Collateral Agent or Manager may reasonably request) of IRS Form W-9 or successor applicable form (if required by law), as the case may be, providing the employer identification number for such Indemnified Party. Additionally, upon the obsolescence of, or after the occurrence of any event requiring a change in, any form or certificate previously delivered by an Indemnified Party pursuant to this Section 301(q)(6), and from time to time as may be reasonably requested by the Borrower, such Indemnified Party shall deliver such forms, amended or successor forms, certificates or statements as may be required under Applicable Laws to permit the Borrower to make payments hereunder for the account of such Indemnified Party, without deduction or withholding of United States federal income or similar Taxes. (7) The Borrower shall not be obligated to pay any additional amounts to any Indemnified Party pursuant to clause (1), or to indemnify any Indemnified Party pursuant to clause (3), in respect of withholding taxes (including backup withholding) to the extent imposed as a result of (i) the failure of such Indemnified Party to deliver to the Borrower any form and/or Exemption Certificate pursuant to clause (6), (ii) such form not establishing a complete exemption from U.S. federal withholding tax or the information or certifications made therein by the Indemnified Party being untrue or inaccurate on the date delivered in any material respect, or (iii) the Indemnified Party designating a successor office at which it maintains the Loans which has the effect of causing such Indemnified Party to become
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52 subject to or obligated for tax payments in excess of those in effect immediately prior to such designation; provided, however, that the Borrower shall be obligated to pay additional amounts to any such Indemnified Party pursuant to clause (1), and to indemnify any such Indemnified Party pursuant to clause (3), in respect of United States federal withholding taxes if (i) any such failure to deliver a form and/or Exemption Certificate or the failure of such form to establish a complete exemption from U.S. federal withholding tax or inaccuracy or untruth contained therein resulted from a change in any Applicable Law or regulation (other than any withholding taxes imposed under FATCA) occurring after the date the Person in respect of which such tax is imposed acquired a beneficial interest in the Loans, which change rendered such Indemnified Party no longer legally entitled to deliver any such form or otherwise ineligible for a complete exemption from U.S. federal withholding tax, or (ii) the redesignation of the Indemnified Partyβs office for maintenance of the Loans was made at the request of the Borrower. (8) Any Indemnified Party that becomes entitled to the payment of additional amounts pursuant to Section 301(q)(1) shall use reasonable efforts (consistent with Applicable Law) to file any document reasonably requested by the Borrower or to transfer its interest in the Loans to an Affiliate in another jurisdiction if the making of such a filing or transfer to an Affiliate, as the case may be, would avoid the need for or reduce the amount of any payment of such additional amounts that may thereafter accrue and would not, in the good faith determination of such Indemnified Party, be disadvantageous to it. (9) If an Indemnified Party receives any refund or is entitled to a tax credit with respect to Taxes or Other Taxes for which the Borrower has paid any additional amounts pursuant to Section 301(q)(1) or Section 301(q)(2) or made an indemnity payment pursuant to Section 301(q)(3), then such Indemnified Party shall promptly pay the Borrower the portion of such refund or credit and any interest received with respect thereto as it determines, in its reasonable, good faith judgment will leave it after such payment, in no better or worse financial position than it would have been absent the imposition of such Taxes or Other Taxes and the payment by the Borrower of such indemnity or additional amounts pursuant to this Section 301(q)(9) provided, however, that (i) the Borrower agrees to promptly return any amount paid to the Borrower pursuant to this Section 301(q)(9) upon notice from such Indemnified Party that such refund or any portion thereof is required to be repaid to the relevant taxing authority and (ii) nothing in this Section 301(q)(9) shall require an Indemnified Party to disclose any confidential information to the Borrower (including, without limitation, its tax returns). (10) If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes or Other Taxes for which additional amounts have
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55 amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered, subject to clauses (3) and (4) below. (2) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender, such Lenderβs holding company, if any, or other member of its Related Group regarding capital or liquidity requirements has, or would have, the effect of (i) reducing the rate of return on such Lenderβs capital, or on the capital or liquidity of such Lenderβs holding company, if any, or other member of its Related Group as a consequence of this Agreement, to a level below that which such Lender or such Lenderβs holding company could have achieved but for such Change in Law (taking into consideration such Lenderβs policies and the policies of such Lenderβs holding company with respect to capital adequacy or liquidity (other than a change solely in such policy)) or (ii) increasing the amount of high quality liquid assets required to be maintained by any such Person, or (iii) resulting in the imposition of an internal liquidity charge to such Person, then, in each such case, the Borrower will, from time to time, pay to such Lender such additional amount or amounts as will compensate such Lender or such Lenderβs holding company for any such reduction suffered. (3) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Section 301(t)(1) or (2) and delivered to the Borrower shall be conclusive absent manifest error; provided that such certificate (i) sets forth in reasonable detail the amount or amounts payable to such Indemnified Party pursuant to such Section 301(t)(1) or (2), (ii) explains the methodology used to determine such amount, (iii) states that the applicable increased costs or reductions were suffered no more than ninety (90) days (or, if the circumstances giving rise to such increased costs or reductions were retroactive, such period in excess of ninety (90) days as includes the period of retroactive effect) prior to the date of such certificate, and (iv) states that such amount is consistent with amounts that such Indemnified Party has required other similarly situated borrowers or obligors to pay with respect to such increased costs or reductions. The Borrower shall pay such Lender the amount shown as due on any such certificate in accordance with the priority of payments set forth in this Agreement. (4) Delay in Requests. Failure or delay on the part of any Indemnified Party (if so entitled) to demand compensation pursuant to the foregoing provisions of this Section 301(t) shall not constitute a waiver of such Indemnified Partyβs right to demand such compensation; provided that the Borrower shall not be required to compensate an Indemnified Party pursuant to the foregoing provisions of this Section 301(t) for any increased costs incurred or reductions (i) suffered more than ninety (90) days prior to the date that such Indemnified Party notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Indemnified Partyβs
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58 distribute from the Distribution Account an amount equal to the sum of (i) all amounts representing the Net Operating Income of the Eligible Containers received during the related Collection Period, (ii) all Sales Proceeds and other amounts received by the Borrower subsequent to the immediately preceding Payment Date that pursuant to the terms of the Transaction Documents are required to be deposited into the Distribution Account, (iii) all amounts transferred from the Restricted Cash Account in accordance with the provisions of Section 306 hereof; provided that the amounts described in this clause (iii) may be used only to make the payments described in Section 306 hereof, (iv) all amounts transferred from the Revenue Reserve Account in accordance with the provisions of Section 307 hereof, (v) any earnings on Eligible Investments in the Distribution Account and the Restricted Cash Account, (vi) all Manager Advances made by the Manager in accordance with the terms of the Management Agreement subsequent to the immediately preceding Payment Date, and (vii) the net amount received by the Borrower pursuant to any Hedge Agreement then in effect (the sum of the amounts described in clauses (i) through (vii) collectively, the βAvailable Distribution Amountβ), to the following Persons, by wire transfer of immediately available funds, in the order of priority listed below (in the absence of any Manager Report, the Collateral Agent shall distribute the Available Distribution Amount in accordance with written instructions from the Administrative Agent delivered in accordance with the terms of this Agreement (with a copy to the Borrower and each Hedge Counterparty) and shall hold until delivery of the Manager Report (i) any funds otherwise payable due to the Borrower and (ii) any other amounts which the Administrative Agent is unable to ascertain or allocate to a specific payment priority set forth in this Agreement): (I) If no Early Amortization Event or Event of Default shall have occurred and shall then be continuing: (1) To the Collateral Agent, an amount equal to the sum of (A) (x) Collateral Agent Fees and (y) Collateral Agent Indemnified Amounts then due and payable (subject to an aggregate per annum dollar limitation of Forty Thousand Dollars ($40,000)) and (B) any amounts payable to the Collateral Agent in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; provided, further, however, that the foregoing amount (determined without regard to this proviso or any comparable proviso in any other section of this Agreement relating to distributions to the Manager) shall only be payable to the Manager up to the amount of any prior or current unpaid Net Manager Compensation, and the remainder thereof shall be payable directly to the Container Service Provider in payment of the CSP Compensation and provided, further, that the aggregate amount payable pursuant to this clause (3) shall in no event
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59 exceed the sum of (i) such Management Fee, (ii) such Management Fee Arrearage (if any), and (iii) such Excess Deposit (if any); (4) To the Manager, reimbursement for any Manager Advances; (5) To the Administrative Agent, the Administrative Agent Fees then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as a Borrower Expense and (ii) any other Borrower Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Fifty Thousand Dollars ($50,000); (7) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect and (ii) to each Lender, an amount equal to its Pro Rata Share of the Interest Payment for such Payment Date (excluding the portion of such Interest Payment in respect of Step-Up Margin); (8) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (9) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (7) above and (y) termination payments resulting from an βEvent of Defaultβ or a βTermination Eventβ (other than βIllegalityβ and βTax Eventβ), each as defined in the related Hedge Agreement, where the related Hedge Counterparty is the βDefaulting Partyβ or sole βAffected Partyβ (each as defined in the related Hedge Agreement) pursuant to the terms of any Hedge Agreement then in effect; (10) To each Lender, an amount equal to its Pro Rata Share (if any) of the Scheduled Principal Payment Amount then due and payable; (11) To each Lender, an amount equal to its Pro Rata Share (if any) of the Supplemental Principal Payment Amount then due and payable; (12) To each Lender, an amount equal to its Pro Rata Share of the Interest Payment for such Payment Date in respect of Step-Up Margin, after giving effect to the payment made pursuant to clause (7) above; (13) To the Lenders and the Hedge Counterparties, on a pro rata basis, interest payments, Commitment Fees and Default Fees on the Loans not paid
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60 pursuant to clause (7) or clause (12) above and any Indemnity Amounts or other amounts then due and payable; (14) To the Collateral Agent, any Collateral Agent Fees and Collateral Agent Indemnified Amounts then due and payable, after giving effect to the payment made pursuant to clause (1) above; (15) To the Director Services Provider in the amount of any unpaid Indemnified Amounts (as defined in the Director Services Agreement) owing pursuant to the Director Services Agreement; (16) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments resulting from an βEvent of Defaultβ or a βTermination Eventβ (other than βIllegalityβ and βTax Eventβ), each as defined in the related Hedge Agreement where the related Hedge Counterparty is the βDefaulting Partyβ or sole βAffected Partyβ (each as defined in the related Hedge Agreement), but excluding any payments made pursuant to clause (7) or (9) above) pursuant to the terms of any Hedge Agreement then in effect; (17) [Reserved]; (18) To each of the following on a pro rata basis: (i) to the Borrower, the amount of any indemnity payments payable to the officers, directors and/or managers of the Borrower required to be made by the Borrower, and (ii) to the Manager, the amount of any indemnity payments required to be made by the Borrower to the Manager in accordance with the terms of the Management Agreement; and (19) To the Borrower, any remaining Available Distribution Amount which may be used by the Borrower for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Borrower. (II) If an Early Amortization Event shall have occurred and then be continuing, but no Event of Default shall then be continuing (or an Event of Default has occurred but the Loans have not been accelerated in accordance with Section 802 hereof, unless the declaration of such acceleration and its consequences have been rescinded or annulled): (1) To the Collateral Agent, an amount equal to the sum of (A) (x) Collateral Agent Fees and (y) Collateral Agent Indemnified Amounts then due and payable (subject to an aggregate per annum dollar limitation of Forty Thousand Dollars ($40,000)) and (B) any amounts payable to the Collateral Agent in accordance with the provisions of Section 403(e) hereof;
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61 (2) To the Director Services Provider in the amount of any unpaid fees owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents, provided, further, however, that the foregoing amount (determined without regard to this proviso or any comparable proviso in any other section of this Agreement relating to distributions to the Manager) shall only be payable to the Manager up to the amount of any prior or current unpaid Net Manager Compensation, and the remainder thereof shall be payable directly to the Container Service Provider in payment of the CSP Compensation; provided, further, that the aggregate amount payable pursuant to this clause (3) shall in no event exceed the sum of (i) such Management Fee, (ii) such Management Fee Arrearage (if any), and (iii) such Excess Deposit (if any); (4) To the Manager, reimbursement for any Manager Advances; (5) To the Administrative Agent, the Administrative Agent Fees then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as a Borrower Expense and (ii) any other Borrower Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Fifty Thousand Dollars ($50,000); (7) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect and (ii) to each Lender, an amount equal to its Pro Rata Share of the Interest Payment for such Payment Date (excluding the portion of such Interest Payment in respect of Step-Up Margin); (8) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (9) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (7) above and (y) termination payments resulting from an βEvent of Defaultβ or a βTermination Eventβ (other than βIllegalityβ and βTax Eventβ) (each as defined in the related Hedge Agreement where the
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62 related Hedge Counterparty is the βDefaulting Partyβ or sole βAffected Partyβ (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Agreement then in effect, and (ii) to each Lender, to pay the unpaid principal balance of its Loan(s) until the Aggregate Loan Principal Balance is reduced to zero; (10) To each Lender, an amount equal to its Pro Rata Share of the Interest Payment for such Payment Date in respect of Step-Up Margin, after giving effect to the payment made pursuant to clause (7) above; (11) To the Lenders and the Hedge Counterparties, on a pro rata basis, interest payments on the Loans, Commitment Fees and Default Fees not paid pursuant to clause (7) or clause (10) above and any Indemnity Amounts or other amounts then due and payable; (12) [Reserved]; (13) To the Collateral Agent, any Collateral Agent Fees and Collateral Agent Indemnified Amounts then due and payable, after giving effect to the payment made pursuant to clause (1) above; (14) To the Director Services Provider in the amount of any unpaid Indemnified Amounts (as defined in the Director Services Agreement) owing pursuant to the Director Services Agreement; (15) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments resulting from an βEvent of Defaultβ or a βTermination Eventβ (other than βIllegalityβ and βTax Eventβ), each as defined in the related Hedge Agreement, where the related Hedge Counterparty is the βDefaulting Partyβ or sole βAffected Partyβ (each as defined in the related Hedge Agreement), but excluding any payments made pursuant to clause (7) or (9) above) pursuant to the terms of any Hedge Agreement then in effect; (16) To each of the following on a pro rata basis: (i) to the Borrower, the amount of any indemnity payments payable to the officers, directors and/or managers of the Borrower required to be made by the Borrower, and (ii) to the Manager, the amount of any indemnity payments required to be made by the Borrower to the Manager in accordance with the terms of the Management Agreement; and (17) To the Borrower, any remaining Available Distribution Amount which may be used by the Borrower for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Borrower.
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63 (d) The Borrower shall have the right, but not the obligation, to make (or to direct the Collateral Agent to make) principal payments on the Loans and payments of other Outstanding Obligations from some or all of (i) amounts that are payable or have been paid to the Borrower pursuant to this Section 302 and (ii) other funds held by the Borrower. Section 303 Investment of Monies Held in the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account; Control over Eligible Investments. (a) The Collateral Agent shall invest any cash deposited in the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account in such Eligible Investments as the Borrower or the Manager, on behalf of the Borrower, shall direct in writing or by telephone and subsequently confirm in writing. Each Eligible Investment (including reinvestment of the income and proceeds of Eligible Investments) shall be held to its maturity and shall mature or shall be payable on demand not later than the Business Day immediately preceding the next succeeding Payment Date. If the Collateral Agent has not received written instructions from the Borrower or the Manager by 2:30 p.m. (New York time) on the day such funds are received as to the investment of funds then on deposit in any of the aforementioned accounts, the funds shall remain uninvested. Eligible Investments shall be made in the name of the Securities Intermediary, and subject to the terms of the Control Agreements. Any earnings on Eligible Investments in the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account shall be retained in each such account and be distributed in accordance with the terms of this Agreement. The Collateral Agent shall not be liable or responsible for losses on any investments made by it pursuant to this Section 303. The Borrower and the Manager acknowledge that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of permitted investments or the Collateral Agentβs receipt of a brokerβs confirmation. The Borrower and the Manager agree that such notifications shall not be provided by the Collateral Agent hereunder except in accordance with the immediately preceding sentence, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any fund/account if no activity has occurred in such fund/account during such period. To the extent the Collateral Agent receives conflicting instructions from the Borrower or the Manager on behalf of the Borrower, the Collateral Agent shall take direction from the Borrower. (b) On or prior to the Closing Date, each of the Borrower and the Securities Intermediary shall enter into control agreements (each a βControl Agreementβ, collectively, the βControl Agreementsβ) substantially in the form of Exhibit B hereto for each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account. At all times on and after the Closing Date, each such account shall be the subject of a Control Agreement. (c) The Collateral Agent, acting in accordance with the terms of this Agreement, shall be entitled to deliver an Entitlement Order to the Securities Intermediary at which such accounts are maintained at any time; provided, however, that the Collateral Agent agrees not to invoke its right to provide an Entitlement Order from the Restricted Cash Account in accordance with Section 306 unless an Event of Default has occurred and is continuing. Such Control Agreements shall provide that upon receipt of the Entitlement Order in accordance with
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64 the provisions of this Agreement, the Collateral Agent shall comply with such Entitlement Order without further consent by the Borrower or any other Person. (d) Each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account shall be established with the Collateral Agent and, so long as any Outstanding Obligation remains unpaid, shall be maintained with the Collateral Agent so long as (A) the short-term unsecured debt obligations of the financial institution fulfilling the role of the Collateral Agent are rated not less than the Required Deposit Rating, or (B) each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account are maintained with the Collateral Agent. (e) Each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. Each Control Agreement shall provide for purposes of the UCC, that New York shall be deemed to be the Securities Intermediaryβs jurisdiction and each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York. (f) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to each of the Distribution Account, the Revenue Reserve Account, the Restricted Cash Account, or any Financial Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Borrower, the Seller, the Manager or the Collateral Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders as set forth in Section 303(c) hereof. (g) Except for the claims and interest of the Collateral Agent and of the Borrower hereunder in each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account, to the best of its knowledge without independent investigation, the Securities Intermediary knows of no claim to, or interest in, any of the Distribution Account, the Revenue Reserve Account, the Restricted Cash Account, or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any of the Distribution Account, the Revenue Reserve Account, the Restricted Cash Account, or in any Financial Asset credited thereto, the Securities Intermediary will promptly notify the Collateral Agent, the Manager, each Hedge Counterparty and the Borrower thereof. (h) The Collateral Agent shall possess a perfected security interest in all right, title and interest in and to all funds on deposit from time to time in each of the Distribution Account, the Revenue Reserve Account, the Restricted Cash Account, and in all Proceeds thereof. Each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account shall be in the name of the Borrower subject to a securities account control agreement providing that such account shall be under the sole dominion and control of the Collateral Agent (subject to the terms and conditions thereof), for the benefit of the Secured Parties. The Collateral Agent shall make withdrawals and payments from each of the Distribution Account, the Revenue
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68 Terminated Managed Container following a Manager Default, the Manager, on behalf of the Borrower, shall continue to collect all Accounts and payments on the Leases of those Managed Containers that have not become a Terminated Managed Container in accordance with the provisions of the Management Agreement and the Intercreditor Collateral Agreement and deposit such amounts into a Collection Account in accordance with the provisions of the Management Agreement and the Intercreditor Collateral Agreement. Any Proceeds received directly by the Borrower in payment of any Account or Leases with respect to, or in payment for or in respect of, any of the Managed Containers or on account of any of the Contracts to which the Borrower is a party shall be promptly deposited by the Borrower in precisely the form received (with all necessary endorsements) in the Collection Account in accordance with the provisions of the Management Agreement and the Intercreditor Collateral Agreement, and until so deposited shall be deemed to be held in trust by the Borrower for the Collateral Agent and shall continue to be collateral security for all of the obligations secured by this Agreement and shall not constitute payment thereof until applied as hereinafter provided. If (i) an Event of Default has occurred, (ii) any Sale of the Collateral pursuant to Section 815 hereof shall have occurred or (iii) a Manager Default has occurred, the Borrower shall at the request of the Collateral Agent, acting with the consent of or at the direction of the Majority Lenders, to the extent practicable, deliver to the Collateral Agent (or such other Person as the Collateral Agent may direct) originals (or, to the extent originals cannot be delivered, copies) of all Leases and other documents evidencing, and relating to, the sale, lease and delivery of such Managed Containers and the Borrower shall, to the extent practicable, deliver originals (or, to the extent originals cannot be delivered, copies) of all other documents evidencing and relating to, the performance of any labor, maintenance, remarketing or other service which created any Accounts, including, without limitation, all original orders, invoices and shipping receipts. Section 402 Reserved Section 403 Collateral Agentβs Appointment as Attorney-in-Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Collateral Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement; provided, however, that the Collateral Agent has no obligation or duty to take such action or to determine whether to perfect, file, record or maintain any perfected, filed or recorded document or instrument (all of which the Borrower shall prepare, deliver and instruct the Collateral Agent to execute, if applicable) in connection with the grant or security interest in the Collateral hereunder. (b) The Collateral Agent shall not exercise the power of attorney or any rights granted to the Collateral Agent pursuant to this Section 403 unless an Event of Default shall have occurred and then be continuing. The Borrower hereby ratifies, to the extent permitted by law, all actions that said attorney shall lawfully do, or cause to be done, by virtue hereof. The power of attorney granted pursuant to this Section 403 is a power coupled with an interest and shall be irrevocable until the Loans have been paid in full.
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69 (c) The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agentβs interests in the Collateral and shall not impose any duty upon it to exercise any such powers except as set forth herein. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees, agents or representatives shall be responsible to the Borrower for any act or failure to act, except for its own negligence or willful misconduct. (d) The Borrower also authorizes (but does not obligate) the Collateral Agent to (i) so long as a Manager Default is continuing and a Manager Termination Notice has been delivered in accordance with the terms of the Management Agreement, communicate in its own name, or to direct any other Person, including the Manager or a replacement Manager, to communicate with any party to any Contract or Lease relating to a Managed Container that has become a Terminated Managed Container and (ii) so long as an Event of Default is continuing, and a Manager Termination Notice has been delivered in accordance with the terms of the Management Agreement, execute in connection with the sale of Collateral provided for in Article VIII hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) If the Borrower fails to perform or comply with any of its agreements contained herein and a Responsible Officer of the Collateral Agent shall receive notice of such failure, the Collateral Agent, with the consent of the Majority Lenders, shall cause performance or compliance, or acting at the direction of the Majority Lenders shall perform or comply, with such agreement; provided, however, that the Collateral Agent shall have no obligation to so perform or comply if it has reasonable grounds to believe that payment of its expenses and interest thereon (as set forth in the following sentence) is not reasonably assured. The reasonable and documented expenses, including reasonable and documented attorneysβ fees and expenses, of the Collateral Agent incurred in connection with such performance or compliance, shall be payable by the Borrower to the Collateral Agent on demand and shall constitute additional Outstanding Obligations secured hereby and shall be paid in accordance with the provisions of Section 302 or Section 806 hereof. Section 404 Release of Security Interest. Any Managed Container and any Related Assets sold, transferred or otherwise disposed of by the Borrower in accordance with Section 606(a) of this Agreement shall be deemed to be automatically released from the lien and security interest of this Agreement without any action being taken by the Collateral Agent upon receipt by the Borrower of the related price for such Managed Container. In connection with any such release, the Collateral Agent shall provide any documents and instruments (including, but not limited to, UCC termination filings) as the Borrower or the Manager may reasonably request to evidence the termination and release from the Lien of this Agreement of such Managed Container and the Related Assets. In providing such evidence, the Collateral Agent may conclusively and exclusively rely on a written direction of the Manager identifying each Managed Container or other items released from the Lien of this Agreement in accordance with the provisions of this Section 404 accompanied by an Asset Base Certificate and the form of evidence requested, properly completed and execution ready. In addition, if an Early Amortization Event is then continuing, in connection with such release, the
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70 Manager shall provide the Collateral Agent (with a copy to the Administrative Agent) a certificate stating that such release is in compliance with Sections 404 and 606(a) hereof. Section 405 Administration of Collateral. (a) The Collateral Agent shall as promptly as practicable notify the Lenders, each Hedge Counterparty and the Administrative Agent of any Manager Default of which a Responsible Officer has actual knowledge. The Collateral Agent, at the written direction of the Majority Lenders, shall deliver to the Manager (with a copy to the Administrative Agent and each Hedge Counterparty) a Manager Termination Notice terminating the Manager of its responsibilities in accordance with the terms of the Management Agreement. In accordance with the terms of this Agreement, the Administrative Agent (acting at the direction of the Majority Lenders) shall seek to appoint a replacement Manager acceptable to the Majority Lenders with respect to the Terminated Managed Containers as such terminations occur. If the Administrative Agent is unable to locate and qualify a replacement Manager acceptable to the Majority Lenders within sixty (60) days after the date of delivery of the Manager Termination Notice, then the Collateral Agent may (and shall, upon the direction of the Majority Lenders) appoint, or petition a court of competent jurisdiction to appoint, a company acceptable to the Majority Lenders, having a net worth of not less than $5,000,000 and whose regular business includes equipment leasing or servicing, as the successor to the Manager of all or any part of the responsibilities, duties or liabilities of the Manager under the Management Agreement and the other Transaction Documents to which it is a party. In no event shall either the Collateral Agent or the Administrative Agent be required to act as Manager. The Manager shall continue to fulfill its duties and responsibilities as Manager with respect to those Managed Containers that are not Terminated Managed Containers in accordance with the terms of the Management Agreement and the Intercreditor Collateral Agreement. The replaced Manager shall not be entitled to receive any compensation for any period after the effective date of such replacement, but shall be entitled to receive compensation for services rendered through the effective date of such replacement except to the extent that it is unable to fulfill such duties pending the appointment of a replacement Manager. If the Manager is unable to fulfill such duties pending the appointment of a replacement Manager, the Administrative Agent shall take such actions, which it is reasonably capable of performing and as the Majority Lenders shall direct to aid in the transition of the Manager; provided, however, that no provisions of this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights, powers or duties, if the Administrative Agent shall have reasonable grounds for believing that timely repayment in full of such funds or adequate security or indemnity against such risk or liability is not reasonably assured after taking into account the reimbursement provisions set forth in Section 302 or Section 806, as applicable. All reimbursements to the Administrative Agent shall (unless the Majority Lenders have otherwise agreed in writing to indemnify the Administrative Agent) be payable on the immediately succeeding Payment Date pursuant to the provisions of Section 302 or Section 806, as applicable, hereof. Each Lender, the Collateral Agent, and each Hedge Counterparty shall, by accepting the benefits of this Agreement, be deemed to have agreed that the duties of the Administrative Agent are not to be construed as those of a replacement Manager. In connection with the appointment of a replacement Manager, the Collateral Agent or Administrative Agent may, with the written consent of the Majority Lenders, make such arrangements for the compensation of such replacement Manager out of Collections as the
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73 insolvency or other similar laws of general application affecting the enforcement of creditorsβ rights or by general principles of equity limiting the availability of equitable remedies. (e) Material Adverse Change. Since its date of formation, there has been no Material Adverse Change in the financial condition of the Borrower. (f) Registered Organization. The legal name of the Borrower as reflected on its certificate of formation is βTIF Funding LLCβ. The Borrower is a registered organization that is organized under the laws of the State of Delaware and has not been previously and is not now organized under the laws of any other jurisdiction. (g) No Agreement or Contracts. The Borrower is not now and has not been a party to any contract or agreement (whether written or oral) other than the Transaction Documents. (h) Consents and Approvals. No approval, authorization or consent of any trustee or holder of any Indebtedness or obligation of the Borrower or of any other Person under any agreement, contract, lease or license or similar document or instrument to which the Borrower is a party or by which Borrower is bound, is required to be obtained by the Borrower in order to make or consummate the transactions contemplated under the Transaction Documents, except for those approvals, authorizations and consents that have been obtained on or prior to the Closing Date or which the failure to obtain would not reasonably be expected to result in a Material Adverse Change. All consents and approvals of, filings and registrations with, and other actions in respect of, all Governmental Authorities required to be obtained by Borrower in order to make or consummate the transactions contemplated under the Transaction Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are or will be in full force and effect other than any such consents, approvals, filings or registrations the failure to so obtain or make would not reasonably be expected to result in a Material Adverse Change. (i) Margin Regulations. The Borrower does not own any βmargin securityβ, as that term is defined in Regulation U of the Federal Reserve Board, and the proceeds of the Loans funded hereunder will be used only for the purposes contemplated hereunder. None of such proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause the Loans under this Agreement to be considered a βpurpose creditβ within the meaning of Regulations T, U and X. The Borrower will not take or permit any agent acting on its behalf to take any action which might cause this Agreement or any document or instrument delivered by the Borrower pursuant hereto to violate any regulation of the Federal Reserve Board. (j) Taxes. All federal, state, local and foreign tax returns, reports and statements required to be filed by the Borrower have been filed with the appropriate Governmental Authorities, and all Taxes, Other Taxes and other impositions shown thereon to be due and payable by the Borrower have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been paid, or the Borrower is contesting its liability therefor in
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76 Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute βgeneral intangiblesβ within the meaning of the UCC. (iii) The Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (iv) The Borrower has caused or shall on the Closing Date cause the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent in this Agreement. (v) Other than the security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to this Agreement. The Borrower has not authorized the filing of, and is not aware of, any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Collateral Agent in this Agreement or (ii) that has been terminated. The Borrower has no actual knowledge of any judgment or tax lien filings against the Borrower. (vi) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers on behalf of, and for the benefit of, the Collateral Agent, for the benefit of the Secured Parties. The Seller has caused or shall on the Closing Date cause the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Borrower (and the Collateral Agent as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (vii) The Borrower has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Collateral Agent of its interest and rights in such Collateral hereunder or under this Agreement. (viii) Wilmington Trust, National Association (in its capacity as Securities Intermediary) has identified in its records the Collateral Agent as the Person having a Security Entitlement in each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account. (ix) Each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account is not in the name of any Person other than the Borrower. The Borrower has not consented for Wilmington Trust, National Association (as the securities intermediary of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account) to comply with
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80 (c) enforce any of the items of the Collateral; (d) preserve and defend its right, title and interest to the Collateral and the rights of the Collateral Agent in such Collateral against the claims of all Persons (other than the Lenders); and (e) pay any and all taxes levied or assessed upon all or any part of the Collateral, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Lenders. In furtherance of clauses (b) and (c) above, the Borrower hereby agrees that if at any time subsequent to a Closing Date there is a change in Applicable Law (or a change in the interpretation of Applicable Law as in effect on such Closing Date) which, in the reasonable judgment of the Majority Lenders, may affect the perfection of the Collateral Agentβs security interest in the Collateral, then the Borrower shall, within thirty (30) days after request from the Majority Lenders, furnish to the Collateral Agent and the Administrative Agent, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, recording and refiling of this Agreement, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements, as are necessary to maintain the Lien created by this Agreement and reciting the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Agreement, and any other requisite documents and the execution and filing of any financing statements and continuation statements that, in the opinion of such counsel, are required to maintain the lien and security interest of this Agreement. Section 605 Performance of Obligations. (a) Except as otherwise permitted by this Agreement, the Management Agreement or the Contribution and Sale Agreement, the Borrower will not take, or fail to take, any action, and will use its best efforts not to permit any action to be taken by others, which would release any Person from any of such Personβs covenants or obligations under any agreement or instrument included in the Collateral, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such agreement or instrument; provided that, nothing in this Agreement shall prohibit the Borrower, or the Manager on the Borrowerβs behalf in accordance with the Servicing Standard, from renegotiating, amending or consenting to waivers to Leases in accordance with the terms of the Management Agreement. (b) Nothing in this Agreement shall be construed as requiring the consent of the Collateral Agent or any Lender for the exercise by any Hedge Counterparty of its rights to (i) terminate the related Hedge Agreement in accordance with its terms in the event of any event of default or termination event (however defined) under such Hedge Agreement, (ii) undertake any permitted transfer under any Hedge Agreement, or (iii) reduce the notional amount in accordance with the terms of any Hedge Agreement in the event of a notional reduction event (however defined).
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82 (v) any other sales of Managed Containers to Persons that are not Sanctioned Persons which are not covered by the preceding clauses provided that each such sale shall be specifically approved by (A) the Majority Lenders and (B) the Manager on behalf of the Borrower; or (vi) in connection with a Casualty Loss. Notwithstanding the foregoing limitations of this Section 606(a), the Borrower may sell Managed Containers to the Seller (or its designated Affiliate) in order to permit the Borrower to refinance Indebtedness in an amount of at least Twenty Five Million Dollars ($25,000,000) incurred by the Borrower pursuant to this Agreement on no more than twelve (12) occasions in any calendar year subject to satisfaction of all of the following conditions: (A) no Event of Default, Early Amortization Event or Asset Base Deficiency is then continuing or would result from such sale, after giving effect to such sale and any required prepayment of the Loans; (B) the Sales Proceeds received by the Borrower from such sale is an amount in cash that is not less than the greater of (i) the sum of the Fair Market Values of the sold Managed Containers, and (ii) the sum of the Net Book Value of the sold Managed Containers; provided, however, that if the Conversion Date has not occurred, without limiting or modifying the conditions in clause (A) above, the Sale Proceeds for such sale of Managed Containers may, at the option of the Borrower, be paid by the Seller (or such designated Affiliate) as follows: (x) cash in an amount not less than the product of (A) the Advance Rate and (B) the sum of the Net Book Values of the sold Managed Containers; and (y) an unsecured obligation of the Seller (or its designated Affiliate) payable in cash on the next succeeding Payment Date in an amount equal to the excess of (i) the Sales Proceeds payable pursuant to clause (B) above over (ii) the cash paid pursuant to clause (x) above. If no Early Amortization Event, Manager Default or Asset Base Deficiency is continuing on such Payment Date, such unsecured obligation of the Seller (or its designated Affiliate) will be distributed on such Payment Date by the Borrower to the Seller (or its designated Affiliate) as a deemed distribution. The Borrower may, without limiting or modifying the conditions in clause (A) above, utilize the cash proceeds of such sale of Managed Containers to make a prepayment of the Loans on the date of such sale notwithstanding any contrary provisions contained in this Agreement, including, without limitation, in the definition of the term βAvailable Distribution Amountβ, or any advance prepayment notice required under Section 301(o). Notwithstanding anything to the contrary, during the continuation of an Early Amortization Event, the Borrower shall not sell all, or substantially all, of the Managed Containers without the consent of the Majority Lenders and each Hedge Counterparty if an Asset Base Deficiency shall
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93 (1) the occurrence of the events set forth in clause (A), clause (B) or clause (C) at the times set forth therein; (A) default in (x) the payment on any Payment Date of any interest payment then due and payable on the Loans and the continuation of such default for more than five (5) Business Days, or (y) the payment on the Final Maturity Date (or earlier date of each acceleration) of the then unpaid Aggregate Loan Principal Balance and any other amounts owing to the Lenders; or (B) default in the payment of: (x) any Collateral Agent Fees due and payable on a Payment Date (and subject to annual dollar limitation) or (y) scheduled payments payable by the Borrower (other than termination payments, indemnification payments, tax payments, or other similar amounts) under one or more Hedge Agreements, and the continuation of such default contemplated by clause (x) or clause (y) of this clause (B) for more than five (5) Business Days after the amounts in such clause (x) or clause (y) shall have become due and payable in accordance with the terms of this Agreement; (C) default in the payment of other amounts not dealt with in clauses (A) or (B) above that are then due and owing to the Lenders in respect of the Loans and the continuation of such default for more than thirty (30) days after the same shall have become due and payable in accordance with the terms of such this Agreement; (2) default in the observation or performance of any covenant of the Borrower set forth in Sections 608, 612 or 621 hereof which breach materially and adversely affects the interest of any Lender; (3) the occurrence of the events set forth in clause (A) or (B) at the times set forth therein: (A) default in the observation or performance of any covenant of the Borrower set forth in Sections 606, 607, 609, 610, 611, 613(a), 616 or 622 hereof which breach materially and adversely affects the interest of any Lender, and, if curable, continues unremedied for fifteen (15) days after the earlier of the date (x) on which there has been given to the Borrower, by the Collateral Agent (at the direction of a Lender) or any Lender, a written notice specifying such default or breach and requiring it to be remedied and (y) any Authorized Officer of the Borrower or any Authorized Officer of the Manager shall have knowledge of such default or breach; (B) default in any material respect in the observation or performance of any covenant of the Borrower set forth in Sections 619(a) or 619(d) and the continuation of such default for three (3) Business Days; (4) the occurrence of the events set forth in clause (A), (B) or (C) at the times set forth herein:
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94 (A) default in the observation or performance of any covenant of the Borrower set forth in Sections 602, 614, 615 or 623(b) hereof, which breach if curable, continues for thirty (30) days after the earlier of the date (x) on which there has been given to the Borrower, by the Collateral Agent (at the direction of any Lender) or any Lender, a written notice specifying such default or breach and requiring it to be remedied and (y) on which any Authorized Officer of the Borrower or any Authorized Officer of the Manager shall have knowledge of such default or breach; (B) default in any material respect in the observation or performance of any covenant of the Borrower set forth in Sections 613(b) or 624 and, if curable, which continues for fifteen (15) days after the earlier of the date (x) on which there has been given to the Borrower, by the Collateral Agent (at the direction of any Lender) or any Lender, a written notice specifying such default or breach and requiring it to be remedied and (y) on which any Authorized Officer of the Borrower or any Authorized Officer of the Manager shall have knowledge of such default or breach; (C) default in any material respect in the observation or performance of any covenant of the Borrower to deliver financial statements and reports set forth in the first sentence of Section 625 and the continuation of such default for fifteen (15) days after the earlier of the date (A) on which there has been given to the Borrower, by the Collateral Agent (at the written direction of any Lender) or any Lender, a written notice specifying such default or breach and requiring it to be remedied and (B) on which any Authorized Officer of the Borrower or any Authorized Officer of the Manager shall have knowledge of such default or breach; provided, however, that (w) if the reason for such default is primarily attributable to changes in accounting principles or interpretations or the application of the same, (x) such changes are not related to the assets of the Borrower, and (y) no Manager Default then exists under Section 10.1.6 or Sections 10.1.8 through 10.1.13 of the Management Agreement, and (z) if the Borrower is diligently attempting to effect such cure at the end of the thirty (30) day period, then the Borrower shall be entitled to an additional thirty (30) day period to complete such cure; (5) default in the performance, or breach, in any material respect, of (a) any covenant of the Borrower in this Agreement or any other Transaction Document (other than a covenant or agreement a breach of which or default in the performance of which is specifically dealt with elsewhere in this Section 801), which breach, if curable, continues for thirty (30) days after the earlier of the date (x) on which there has been given to the Borrower, by the Collateral Agent (at the direction of any Lender) or any Lender, a written notice specifying such default or breach and requiring it to be remedied and (y) on which any Authorized Officer of the Borrower or any Authorized Officer of the Manager shall have knowledge of such default or breach, provided, however, that if the Borrower is diligently attempting to effect
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95 such cure at the end of such thirty (30) day period, the Borrower shall be entitled to an additional thirty (30) day period in which to complete such cure; or (b) any representation or warranty of the Borrower made in any of the Transaction Documents or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith with respect to or affecting any Outstanding Loan shall prove to be inaccurate in any respect which materially and adversely affects the interests of any Lender as of the time when the same shall have been made, and such inaccuracy, if curable, continues for thirty (30) days after the date on which there has been given to the Borrower by the Collateral Agent (at the direction of any Lender), or to the Borrower and the Collateral Agent by any Lender, a written notice specifying such inaccuracy and requiring it to be remedied, provided, however, that if such inaccuracy is capable of cure and the Borrower is diligently attempting to effect such cure at the end of such thirty (30) day period, the Borrower shall be entitled to an additional thirty (30) day period in which to complete such cure; (6) an involuntary case is commenced under the Bankruptcy Code against the Borrower and the petition is not controverted within 10 days, or is not dismissed within sixty (60) days, after commencement of the case, or a decree or order for relief by a court having jurisdiction in respect of the Borrower is entered appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Borrower or for any substantial part of its properties, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; (7) the commencement by the Borrower of a voluntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or the consent by the Borrower to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Borrower, or any substantial part of its properties, or the making by the Borrower of any general assignment for the benefit of creditors, or the failure by the Borrower generally to pay its debts as they become due, or the taking of corporate action by the Borrower in furtherance of any such action; (8) the Aggregate Loan Principal Balance shall exceed the Asset Base and such condition continues without being cured or waived by the Majority Lenders for (A) thirty (30) days if the Conversion Date has not occurred or (B) six (6) months if the Conversion Date has occurred; (9) the occurrence of a contribution failure with respect to a Plan , which contribution failure is sufficient to give rise to a lien under Section 303(k) of ERISA; or
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99 amount paid pursuant to this clause (6) in any calendar year would not exceed One Hundred Thousand Dollars ($100,000); (7) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect and (ii) to each Lender, an amount equal to its Pro Rata Share of the Interest Payment for such Payment Date (excluding the portion of such Interest Payment in respect of Step-Up Margin); (8) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (7) above and (y) termination payments resulting from an βEvent of Defaultβ or a βTermination Eventβ (other than βIllegalityβ and βTax Eventβ) (each as defined in the related Hedge Agreement) where the related Hedge Counterparty is the βDefaulting Partyβ or sole βAffected Partyβ (each as defined in the related Hedge Agreement)) pursuant to the terms of any Hedge Agreement then in effect, and (ii) to each Lender, to pay the unpaid principal balance of its Loan(s) until the Aggregate Loan Principal Balance is reduced to zero; (9) To each Lender, an amount equal to its Pro Rata Share of the Interest Payment for such Payment Date in respect of Step-Up Margin, after giving effect to the payment made pursuant to clause (7) above; (10) To the Lenders and Hedge Counterparties, on a pro rata basis, interest payments on the Loans and Default Fees not paid pursuant to clause (7) or clause (9) above and any Indemnity Amounts or other amounts then due and payable; (11) [Reserved]; (12) To the Collateral Agent, any Collateral Agent Fees and Collateral Agent Indemnified Amounts then due and payable, after giving effect to the payment made pursuant to clause (1) above; (13) To the Director Services Provider in the amount of any unpaid Indemnified Amounts (as defined in the Director Services Agreement) owing pursuant to the Director Services Agreement; (14) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments resulting from an βEvent of Defaultβ or a βTermination Eventβ (other than βIllegalityβ and βTax Eventβ), each as defined in the related Hedge Agreement, where the related Hedge Counterparty is the βDefaulting Partyβ or sole βAffected Partyβ (each as defined in the related Hedge Agreement),
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103 Transaction Documents and as its βrepresentativeβ as such term is used in the UCC, and (ii) authorizes and directs the Collateral Agent to enter into the Intercreditor Collateral Agreement and the Control Agreements. The Collateral Agent, prior to the occurrence of an Event of Default or after the cure or waiver of any Event of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied duties shall be inferred against it. If any Event of Default has occurred and is continuing, the Collateral Agent, at the written direction of the Majority Lenders, shall exercise such of the rights and powers vested in it by this Agreement. The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant to any provisions of this Agreement, shall, as expressly set forth in this Agreement, determine whether they are substantially in the form required by this Agreement; provided, however, that the Collateral Agent shall not be responsible for investigating or re-calculating, evaluating, certifying, verifying or independently determining the accuracy or content (including mathematical calculations) of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished pursuant to this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the cure or waiver of any Event of Default that may have occurred, the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement issued pursuant to the terms hereof. The Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement issued pursuant to the terms hereof, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, statements, reports, documents, orders, opinions or other instruments (whether in their original or facsimile form) furnished to the Collateral Agent and conforming to the requirements of this Agreement; (ii) The Collateral Agent shall not be liable for actions taken, or any error of judgment made, in good faith by a Responsible Officer or Responsible Officers of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; and (iii) The Collateral Agent shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Majority Lenders relating to the time, method and place of conducting any Proceeding for any remedy available to the Collateral Agent, or
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105 however, that the Collateral Agent may require security or indemnity reasonably satisfactory to it against any cost, expense or liability likely to be incurred in making such investigation as a condition to so proceeding. The reasonable expense of any such examination shall be paid, on a pro rata basis, by the Lenders requesting such examination or, if paid by the Collateral Agent, shall be reimbursed by such Lenders upon demand; (c) The Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder; (d) The Collateral Agent shall not be deemed to have knowledge of any default, Event of Default, Early Amortization Event, or other event or information, or be required to act upon any default, Event of Default, Early Amortization Event, or other event or information (including the sending of any notice) unless a Responsible Officer of the Collateral Agent shall have received written notice or has actual knowledge of such event or information, and shall have no duty to take any action to determine whether any such event, default, Event of Default or Early Amortization Event has occurred; (e) The knowledge of the Collateral Agent shall not be attributed or imputed to any other roles of Wilmington Trust, National Association or its Affiliates (βWilmington Trustβ) in the transaction and knowledge of the Securities Intermediary shall not be attributed or imputed to each other or to the Collateral Agent (other than those where the roles are performed by the same group or division within Wilmington Trust or otherwise share the same Responsible Officers), or any Affiliate, line of business, or other division of Wilmington Trust (and vice versa); (f) Notwithstanding anything to the contrary herein or otherwise, under no circumstance will the Collateral Agent be liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including lost profits), whether or not foreseeable, even if the Collateral Agent is actually aware of or has been advised of the likelihood of such loss or damage; (g) Before the Collateral Agent acts or refrains from taking any action under this Agreement, it may require an Officerβs Certificate and/or an Opinion of Counsel from the party requesting that the Collateral Agent act or refrain from acting in form and substance acceptable to the Collateral Agent, the costs of which (including the Collateral Agentβs reasonable attorneyβs fees and expenses) shall be paid by the party requesting that the Collateral Agent act or refrain from acting. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officerβs Certificates and/or Opinions of Counsel; (h) The Collateral Agent shall incur no liability if, by reason of any provision of any future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, act of war or terrorism, or other circumstances beyond its reasonable control, the Collateral Agent shall be prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any
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106 exercise of, or failure to exercise, any discretion provided for in this Agreement or any other transaction document; (i) Notwithstanding anything to the contrary in this Agreement, the Collateral Agent shall not be required to take any action that is not in accordance with Applicable Law; (j) The right of the Collateral Agent to perform any permissive or discretionary act enumerated in this Agreement or any related document shall not be construed as a duty; (k) Neither the Collateral Agent nor any of its officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents for the creation, perfection, continuation, priority, sufficiency or protection of any of the Liens created hereunder, or for any defect or deficiency as to any such matters, or for monitoring the status of any Lien or performance of the Collateral; (l) The Collateral Agent shall not be liable for any action or inaction of the Borrower, the Manager, the Seller, or any other party (or agent thereof) to this Agreement or any related document and may assume compliance by such parties with their obligations under this Agreement or any related agreements, unless a Responsible Officer of the Collateral Agent shall have received written notice to the contrary at the Corporate Trust Office of the Collateral Agent; (m) The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder and under the other Transaction Documents, including without limitation, the Securities Intermediary, and to each agent, custodian and other Person employed to act hereunder; (n) The Collateral Agent shall have no duty to see to, or be responsible for the correctness or accuracy of, any recording, filing or depositing of this Agreement or any agreement referred to herein, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refilling or re-depositing of any thereof; and (o) The Collateral Agent shall not have any liability for any determination made by or on behalf of the Administrative Agent or the Borrower in connection with the determination of Adjusted Term SOFR or any replacement thereof or any alternate rate of interest to Adjusted Term SOFR, and each Lender shall be deemed to waive and release any and all claims against the Collateral Agent relating to any such determinations. The Collateral Agent will not have any liability or obligation with respect to any determination by the Administrative Agent or the Borrower that the circumstances set forth in Section 301(s) have occurred or the selection of any replacement or alternate rate of interest to Adjusted Term SOFR. The Collateral Agent shall not have any responsibility to make any determination with respect to Adjusted Term SOFR, or have any involvement in connection with the selection, cessation or replacement of Term SOFR or any replacement or alternate rate of interest to Term SOFR. The provisions of this Section 902 shall be applicable to the Collateral Agent in its capacity as the Collateral Agent under this Agreement.
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110 Lenders at their respective addresses as shown in the registration books maintained by the Administrative Agent. If the Borrower fails to mail such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be mailed at the expense of the Borrower. Section 909 Merger or Consolidation of the Collateral Agent. Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to the business of the Collateral Agent, shall be the successor of the Collateral Agent hereunder, provided such corporation shall be eligible under the provisions of Section 906 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 910 Separate Collateral Agents, Co-Collateral Agents and Custodians. If the Collateral Agent is not capable of acting for jurisdictional purposes, it shall have the power from time to time to appoint one or more Persons or corporations to act either as co-agents jointly with the Collateral Agent, or as separate agents, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any of the Collateral, when such separate agent or co-agent is necessary or advisable under any Applicable Laws or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any applicable jurisdiction. The separate agents, co-agents, or custodians so appointed shall be agents, co-agents, or custodians for the benefit of the Secured Parties and shall have such powers, rights and remedies as shall be specified in the instrument of appointment; provided, however, that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Collateral Agent and the Collateral Agent shall not have any liability relating to such appointment. The Borrower shall join in any such appointment, but such joining shall not be necessary for the effectiveness of such appointment. Every separate agent, co-agent and custodian shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Collateral Agent in respect of the receipt, custody and payment of moneys shall be exercised solely by the Collateral Agent; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Collateral Agent shall be conferred or imposed upon and exercised or performed by the Collateral Agent and such separate agent, co-agent, or custodian jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate agent, co-agent or custodian;
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114 assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 (unless such assignment is made by a Conduit Lender to an Eligible Assignee), unless each of the Administrative Agent and, so long as the Conversion Date has not occurred and no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned. (iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (i)(B) of this Section and the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (w) an Event of Default has occurred and is continuing at the time of such assignment, or (x) such assignment is to an Eligible Assignee, or (y) such assignment is made by a Conduit Lender to an Eligible Assignee, or (z) the Conversion Date shall have occurred. (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made by a Conduit Lender to an Eligible Assignee); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. (v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower's Affiliates, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof, or (C) a Competitor. (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).
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115 (vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. From and after the effective date of such assignment, the Eligible Assignee shall be a Lender under the Transaction Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Transaction Documents. In the case of an Assignment and Acceptance covering all of the assigning Lenderβs rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 301(q) and (t) with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 1004. Notwithstanding anything to the contrary contained herein, the Borrower shall not be obligated to pay to the Eligible Assignee any amount under Section 301(q) or Section 301(t) that is greater than the amount that the Borrower would have been obligated to pay such Eligible Assigneeβs assignor if such assigning Lender had not assigned to such Eligible Assignee any of its rights under this Agreement, unless (i) the circumstances giving rise to such greater payments did not exist at the time of such assignment, or (ii) the Borrower consented to the assignment to such Eligible Assignee. Section 1003 Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agentβs office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Aggregate Loan Principal Balance (and stated interest) owing
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118 (ii) postpone or extend any Payment Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 301(i), and (B) any vote to rescind any acceleration made pursuant to Section 802 of amounts owing with respect to the Loans and other Outstanding Obligations shall require only the approval of the Majority Lenders); (iii) release all, or substantially all, or permit the creation of any Lien (other than Permitted Encumbrances) on the Collateral ranking prior to or party with the Lien created by this Agreement; and (iv) change the pro rata nature of payments to and from a Lender, and increase or extend the Commitment of a Lender. (b) without the written consent of all of the Lenders, amend, modify or waive this Section 1007, any other provision of this Agreement or any other Transaction Document that expressly requires the consent of all of the Lenders, the definitions of βEligible Containerβ, βMajority Lendersβ, βAsset Baseβ, βAggregate Net Book Valueβ, or βPro Rata Shareβ; (c) without the written consent of the Collateral Agent, amend or waive Article IX, the amount or time of payment of any fee payable for the Collateral Agentβs account or any other provision applicable to the Collateral Agent; (d) without the written consent of the Administrative Agent, amend or waive Article XIV, the amount or time of payment of any fee payable for the Administrative Agentβs account or any other provision applicable to the Administrative Agent; (e) without the written consent of each affected Hedge Counterparty, (i) amend, modify, waive or supplement any sections in this Agreement granting rights or benefits with respect to Hedge Agreements or Hedge Counterparties if the effect of any such amendment, modification, waiver or supplement is to modify in a manner adverse to such Hedge Counterparty such rights or benefits; (ii) enter into any amendments, modifications, waivers or supplements which would adversely affect or deprive such Hedge Counterparty of any rights expressly granted to it under this Agreement or to subordinate any payment priority attributed to such Hedge Counterparty; (iii) release all, or substantially all, or permit the creation of any Lien (other than Permitted Encumbrances) on the Collateral ranking prior to or parri passu with the Lien created by this Agreement; or (iv) waive an Event of Default if, at the time of such waiver, the related Hedge Agreement has been previously terminated and the Hedge Counterparty is owed any termination payments on account thereof; or (f) without the written consent of each Conduit Lender, amend, modify or waive the definition of Eligible Assignee or any of Sections 301(b), 301(d), 636, 1002, 1311 or 1406, in each case, in a manner that adversely impacts such Conduit Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender will have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
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126 with a copy to: Triton Container International Limited x/x Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxx, Xxxxxxxxxxxx xx Xxxxx Xxxxxxx 000 Xxxxxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000-0000 Attn: Xxxx X. Xxxxxxx Fax: 000-000-0000 Borrower: TIF Funding LLC x/x Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxx, Xxxxxxxxxxxx xx Xxxxx Xxxxxxx 000 Xxxxxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000-0000 Attn: Xxxxxxx X. Pearl with a copy to: Triton Container International Limited x/x Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxx, Xxxxxxxxxxxx xx Xxxxx Xxxxxxx 000 Xxxxxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000-0000 Attn: Xxxxxxx X. Pearl Fax: 000-000-0000 and Triton Container International Limited x/x Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxx, Xxxxxxxxxxxx xx Xxxxx Xxxxxxx 000 Xxxxxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000-0000 Attn: Xxxx X. Xxxxxxx Fax: 000-000-0000
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127 Lenders: Xxxxx Fargo Bank, National Association 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Email: Xxxxx.Xxx@xxxxxxxxxx.xxx ABN AMRO Capital USA LLC 000 Xxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 Email: Xxxx.Xxxxxx@xxxxxxx.xxx Administrative Agent Xxxxx Fargo Bank, National Association 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Email: Xxxxx.Xxx@xxxxxxxxxx.xxx Collateral Agent: Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx Attention: Corporate Trust Administration /Xxxxxx Xxxxxxx Fax: 000-000-0000 Hedge Counterparty: To its address as set forth in the applicable Hedge Agreement or at such other address as shall be designated by such party in a written notice to the other parties. Any notice required or permitted to be given to the Lenders shall be given by certified first class mail, postage prepaid (return receipt requested), or by courier, or by facsimile, with subsequent telephone confirmation of receipt thereof, in each case at the address of the Lender or to the telephone and fax number furnished by the Lender. Notice shall be effective and deemed received (a) two (2) days after being delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by fax, or (c) when delivered, if delivered by hand. Section 1308 Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. Section 1309 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
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129 PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF. Section 1313 Waiver of Immunity. To the extent that any party hereto or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal actions, suits or proceedings, from set-off or counterclaim, from the jurisdiction or judgment of any competent court, from service of process, from execution of a judgment, from attachment prior to judgment, from attachment in aid of execution, or from execution prior to judgment, or other legal process in any jurisdiction, such party, for itself and its successors and assigns and its property, does hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such immunity with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the other Transaction Documents or the subject matter hereof or thereof, subject, in each case, to the provisions of the Transaction Documents and mandatory requirements of Applicable Law. Section 1314 Judgment Currency. The parties hereto (A) acknowledge that the matters contemplated by this Agreement are part of an international financing transaction and (B) hereby agree that (i) specification and payment of Dollars is of the essence, (ii) Dollars shall be the currency of account in the case of all obligations under the Transaction Documents unless otherwise expressly provided herein or therein, (iii) the payment obligations of the parties under the Transaction Documents shall not be discharged by an amount paid in a currency or in a place other than that specified with respect to such obligations, whether pursuant to a judgment or otherwise, except to the extent actually received by the Person entitled thereto and converted into Dollars by such Person (it being understood and agreed that, if any party hereto shall so receive an amount in a currency other than Dollars, it shall (A) if it is not the Person entitled to receive payment, promptly return the same (in the currency in which received) to the Person from whom it was received or (B) if it is the Person entitled to receive payment, either, in its sole discretion, (x) promptly return the same (in the currency in which received) to the Person from whom it was received or (y) subject to reasonable commercial practices, promptly cause the conversion of the same into Dollars), (iv) to the extent that the amount so paid on prompt conversion to Dollars under normal commercial practices does not yield the requisite amount of Dollars, the obligee of such payment shall have a separate cause of action against the party obligated to make the relevant payment for the additional amount necessary to yield the amount due and owing under the Transaction Documents, (v) if, for the purpose of obtaining a judgment in any court with respect to any obligation under any of the Transaction Documents, it shall be necessary to convert to any other currency any amount in Dollars due thereunder and a change shall occur between the rate of exchange applied in making such conversion and the rate of exchange prevailing on the date of payment of such judgment, the obligor in respect of such obligation will pay such additional amounts (if any) as may be necessary to insure that the amount paid on the date of payment is the amount in such other currency which, when converted into Dollars and transferred to New York City, New York, in accordance with normal banking procedures, will result in realization of the amount then due in Dollars and (vi) any amount due under this paragraph shall be due as a separate debt and shall not be affected by or merged into any judgment being obtained for any other sum due under or in respect of the Transaction Documents.
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131 Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Borrower, or any environmental liability related in any way to the Borrower or any of its Subsidiaries, (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred in connection with defense thereof by, an Indemnitee as a result of conduct of the Borrower or the Manager that violates a sanction enforced by OFAC or (v) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee (and, upon any such determination, any indemnification payments with respect to such indemnified matter or related costs and expenses previously received by such Indemnitee shall be promptly reimbursed by such Indemnitee), or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemniteeβs obligations hereunder or under any other Transaction Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided, further, that, notwithstanding anything to the contrary in any Transaction Document, the Borrower shall only be obligated to pay the reasonable and documented fees and expenses of (x) one counsel for the Administrative Agent and the Lenders (to the extent such Lenders are not conflicted with the Administrative Agent in any proceeding described in or resulting from any circumstance described in clauses (i) through (v) above) and (y) separate counsel for each Lender that is conflicted with the Administrative Agent in any proceeding described in or resulting from any circumstance described in clauses (i) through (v) above. (b) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, under clause (a) hereof, each Lender severally agrees to pay to the Administrative Agent, such Lenderβs pro rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) To the extent permitted by applicable law, none of the Borrower, the Administrative Agent, the Collateral Agent, any Lender or any other Indemnitee shall assert, and each of such Persons hereby waives, any claim against any other of such Persons, on any theory of liability, for special, indirect, consequential or punitive damages or any liabilities based upon any theory of lost profits (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof; provided, however, that nothing in this sentence shall prevent any Indemnitee that is entitled to indemnification under
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133 βAffected Financial Institutionβ: (a) any EEA Financial Institution or (b) any UK Financial Institution. βBail-In Actionβ: The exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. βBail-In Legislationβ: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). βEEA Financial Institutionβ: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; βEEA Member Countryβ: any of the member states of the European Union, Iceland, Liechtenstein, and Norway. βEEA Resolution Authorityβ: any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. βEU Bail-In Legislation Scheduleβ: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. βResolution Authorityβ means any EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. βUK Financial Institutionβ means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. βUK Resolution Authorityβ means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
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134 βWrite-Down and Conversion Powersβ: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write- down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. Section 1321 Acknowledgement Regarding Any Supported QFCs. To the extent that the Transaction Documents provide support through a guarantee or otherwise, for any Hedge Agreements or any other agreement or instrument that is a QFC (such support, βQFC Credit Supportβ, and each such QFC, a βSupported QFCβ), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the βU.S. Special Resolution Regimesβ) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Transaction Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a βCovered Partyβ) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Transaction Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Transaction Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. For purposes of this Section 1321, the following terms have the following meanings: βBHC Act Affiliateβ of a party means an βaffiliateβ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. Β§ 1841(k)) of such party.
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[Loan and Security Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, all as of the day and year first above written. TIF FUNDING LLC, as Borrower By: Triton Container International Limited, its manager By: /s/ Xxxxxxx X. Pearl Name: Xxxxxxx X. Pearl Title: Senior Vice President and Treasurer
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[Loan and Security Agreement] XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director
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[Loan and Security Agreement] WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Agent and Securities Intermediary By: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President
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*This exhibit has been omitted in accordance with Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision. Schedule I SCHEDULE I Maximum Concentrations of Lessees [***]*
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*The Commitment for each Lender has been redacted in accordance with Item 601(a)(5) of Regulation S-K as it does not constitute information material to an investment or voting decision. The aggregate Commitments for all Lenders totaled $1,125,000,000. Schedule II SCHEDULE II Commitments Lender Commitment Xxxxx Fargo Bank, National Association [***]* Bank of America, N.A. [***]* Citizens Bank, National Association [***]* ING Belgium SA/NV [***]* PNC Bank National Association [***]* Mizuho Bank, Ltd. [***]* Regions Bank [***]* MUFG Bank, Ltd. [***]*
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Schedule III SCHEDULE III Scheduled Targeted Principal Balance Payment Date Following Conversion Date Target Percentage Payment Date Following Conversion Date Target Percentage 0 100.00% 25 79.17% 1 99.17% 26 78.33% 2 98.33% 27 77.50% 3 97.50% 28 76.67% 4 96.67% 29 75.83% 5 95.83% 30 75.00% 6 95.00% 31 74.17% 7 94.17% 32 73.33% 8 93.33% 33 72.50% 9 92.50% 34 71.67% 10 91.67% 35 70.83% 11 90.83% 36 70.00% 12 90.00% 37 69.17% 13 89.17% 38 68.33% 14 88.33% 39 67.50% 15 87.50% 40 66.67% 16 86.67% 41 65.83% 17 85.83% 42 65.00% 18 85.00% 43 64.17% 19 84.17% 44 63.33% 20 83.33% 45 62.50% 21 82.50% 46 61.67% 22 81.67% 47 60.83% 23 80.83% 48 60.00% 24 80.00% 49 0.00%
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Exhibit A EXHIBIT A [Reserved]
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Exhibit B EXHIBIT B FORM OF CONTROL AGREEMENT [Attached]
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*This exhibit has been omitted in accordance with Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision. Exhibit C EXHIBIT C Depreciation Policy for Managed Containers [***]*
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*This exhibit has been omitted in accordance with Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision. Exhibit D EXHIBIT D Form of Asset Base Certificate [***]*
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Exhibit E EXHIBIT E [Reserved]
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Exhibit F-1 EXHIBIT F Form of Assignment and Acceptance Reference is made to the Loan and Security Agreement, dated as of December 13, 2018 (as such agreement may be amended, restated, replaced or otherwise modified from time to time, the βAgreementβ), by and among TIF Funding LLC, as Borrower, the lenders party thereto, Xxxxx Fargo Bank, National Association, as administrative agent, and Wilmington Trust, National Association, as Collateral Agent. Terms defined in the Agreement are used herein with the same meaning. (the βAssignorβ) and (the βAssigneeβ) agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Agreement as of the date hereof which represents the percentage interest specified in Section 1 of Annex 1 of all outstanding rights and obligations of the Assignor under the Agreement. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representation made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Assignor or any other party to the Agreement and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking action under the Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Lender. 4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for recording by the Administrative Agent. The effective date of this Assignment and Acceptance (the "Transfer Date") shall be the date of recording thereof by the Administrative Agent. 5. Upon such recording by the Administrative Agent, as of the Transfer Date, (i) the Assignee shall be a party to the Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Agreement.
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Exhibit F-2 6. Upon such recording by the Administrative Agent, from and after the Transfer Date, the Administrative Agent shall make, or cause to be made, all payments under the Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal and interest with respect thereto) to the Assignee as follows: [payment instructions] [to the Administrative Agentβs Account at ____________]. The Assignor and the Assignee shall make all appropriate adjustments in payment under the Agreement for periods prior to the Transfer Date directly between themselves. 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). (signatures to commence on the following page)
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*This exhibit has been omitted in accordance with Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision. Exhibit G Exhibit G Intercreditor Collateral Agreement [***]*
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Exhibit H EXHIBIT H Funding Notice I, Xxxxxxx X. Pearl, Treasurer of TIF FUNDING LLC (the βBorrowerβ), hereby certify that, with respect to that certain Loan and Security Agreement, dated as of December 13, 2018, among the Borrower, the lenders party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and Wilmington Trust, National Association, as collateral agent (the βLoan and Security Agreementβ; all defined terms in the Loan and Security Agreement are incorporated herein by reference): (i) The Borrower hereby requests a Loan be made in accordance with the following terms: (a) The Loan shall be in an amount equal to $[β]. (b) The date of such Loan shall be [β]. (ii) The representations and warranties contained in Section 501 of the Loan and Security Agreement are true and correct as though made on the date hereof. (iii) Except as described below, no event has occurred and is continuing, or would result from any Loan occurring on the date hereof, which constitutes an Event of Default or an Early Amortization Event. (iv) As of the date hereof, the Aggregate Loan Principal Balance (after giving effect to the Loans requested hereby) does not exceed the Asset Base. For purposes hereof, the Aggregate Loan Principal Balance and the Asset Base have been re-calculated by the Borrower based upon amounts and percentages as of the date hereof (after giving effect to the Loans requested hereby). (v) On and as of such day, the Borrower has performed in all material respects all of the agreements contained in the Loan and Security Agreement (including those set forth in Section 1101) and the other Transaction Documents to which it is a party to be performed by the Borrower at or prior to such day. (vi) The Conversion Date has not occurred.
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Exhibit H This notice has been signed as of the date first above written. TIF FUNDING LLC By: Triton Container International Limited, its manager __________________________________ Name: Xxxxxxx X. Pearl Title: Vice President and Treasurer