Common use of Maintenance of Office Clause in Contracts

Maintenance of Office. (a) The chief executive office of the Issuer is located at 000 Xxxxxxx Xxxx Xxxx, Xxxxx X0, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records in any other office or place for the immediately preceding five years. The Issuer shall not establish a new location for its chief executive office or organize under the laws of another jurisdiction unless (i) it shall have given to each of the Indenture Trustee, the Administrative Agent and the Servicer not less than 60 days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent or the Servicer may reasonably request, and (ii) not less than 15 days prior to the effective date of such change of location and/or jurisdiction of organization, it shall have taken at its own cost all actions necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the sale or transfer of the Transferred Assets to the Trust, and shall have delivered to the Indenture Trustee, the Servicer and the Administrative Agent copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory to the Indenture Trustee, the Servicer and the Administrative Agent to the effect that such change of location does not impair either the perfection or priority of the Indenture Trustee’s security interest in the Collateral.

Maintenance of Office. (a) The principal place of business and chief executive office of the Issuer is located at 000 Xxx Xxxxxxx Xxxx XxxxXxxxx, Xxxxx X0Park Ridge, Xxxxxxxxx, XX 00000, and the New Jersey 07656. The Issuer has not had any other chief executive office or shall at all times maintain its principal place of business for or chief executive office within the immediately preceding five years United States, and has not kept its books and records in any other office or place for the immediately preceding five years. The Issuer shall not establish a new location (within the United States) for its principal place of business or chief executive office or organize under the laws of another jurisdiction unless (i) it the Issuer shall have given to provide each of the Indenture Trustee, the Administrative Agent each Rating Agency, each Interest Rate Hedge Provider and the Servicer each Series Enhancer not less than 60 thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Transition Agent, the Lead Deal Agent, each Interest Rate Hedge Provider or the Servicer each Series Enhancer may reasonably request, and (ii) not less than 15 days five (5) days’ prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost (including payment of all actions registration fees), all action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets Containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer each Deal Agent, each Interest Rate Hedge Provider and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, therewith together with an Opinion of Counsel, reasonably satisfactory to the Indenture TrusteeRequisite Global Majority, the Servicer and the Administrative Agent to the effect that such change of location does not impair either the perfection or priority of the Indenture Trustee’s security interest in the Collateral.

Maintenance of Office. (a) The chief executive office As of the Issuer Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC is located at 000 Xxxxxxx Xxxx Xxxx, Xxxxx X0, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records address set forth in any other office or place for the immediately preceding five yearsSection 1307. The Issuer shall not establish a new place of business or location for its chief executive office or organize under the laws change its jurisdiction of another jurisdiction formation unless (i) it the Issuer shall have given to provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent Agent, each Hedge Counterparty and the Servicer each Series Enhancer not less than 60 thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Agent, each Hedge Counterparty or the Servicer each Series Enhancer may reasonably request, and (ii) not less than 15 fifteen (15) days prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets Containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer Administrative Agent, each Hedge Counterparty and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Administrative Agent, each Series Enhancer, each Hedge Counterparty and the Administrative Agent each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either location: (A) the perfection Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or priority against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Indenture Trustee’s security interest Transaction Documents will be treated as a “true sale” in the Collateralevent of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. (a) The chief executive office As of the Issuer Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC is located at 000 Xxxxxxx Xxxx Xxxx, Xxxxx X0, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records address set forth in any other office or place for the immediately preceding five yearsSection 1307. The Issuer shall not establish a new place of business or location for its chief executive office or organize under the laws change its jurisdiction of another jurisdiction formation unless (i) it the Issuer shall have given to provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent Transition Agent, each Hedge Counterparty and the Servicer each Series Enhancer not less than 60 thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Transition Agent, each Hedge Counterparty or the Servicer each Series Enhancer may reasonably request, and (ii) not less than 15 fifteen (15) days prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets Containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer Transition Agent, each Hedge Counterparty and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Transition Agent, each Series Enhancer, each Hedge Counterparty and the Administrative Agent each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either location: (A) the perfection Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or priority against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Indenture Trustee’s security interest Transaction Documents will be treated as a “true sale” in the Collateralevent of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. (a) The chief executive office As of the Issuer Closing Date, the Issuer’s only “place of business” within the meaning of Section 9-307 of the UCC is located at 000 Xxxxxxx Xxxx Xxxx, Xxxxx X0, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records address set forth in any other office or place for the immediately preceding five yearsSection 1307. The Issuer shall not establish a new place of business or location for its chief executive office or organize under the laws change its jurisdiction of another jurisdiction formation unless (i) it the Issuer shall have given to provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent Agent, each Hedge Counterparty and the Servicer each Series Enhancer not less than 60 thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Agent, each Hedge Counterparty or the Servicer each Series Enhancer may reasonably request, and (ii) not less than 15 fifteen (15) days prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets Containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer Administrative Agent, each Hedge Counterparty and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Administrative Agent, each Series Enhancer, each Eligible Hedge Counterparty and the Administrative Agent each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either location: (A) the perfection Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or priority against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Indenture Trustee’s security interest Transaction Documents will be treated as a “true sale” in the Collateralevent of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. (a) The chief executive office only “place of business” (within the meaning of Section 9-307 of the UCC) of the Issuer is located at 000 Xxxxxxx Xxxx Century House, 00 Xxx-xx-Xxxxx Xxxx, Xxxxx X0Xxxxxxxx XX XX, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records in any other office or place for the immediately preceding five yearsBermuda. The Issuer shall not establish a new place of business or location for its chief executive office or organize under the laws outside of another jurisdiction Bermuda unless (i) it shall have given to each of the Indenture Trustee, the Administrative Agent Agent, each Interest Rate Hedge Provider and the Servicer each Series Enhancer not less than 60 sixty (60) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Agent, any Interest Rate Hedge Provider or the Servicer any Series Enhancer may reasonably request, and (ii) not less than 15 days fifteen (15) days’ prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer Administrative Agent, each Interest Rate Hedge Provider and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Administrative Agent, each Series Enhancer and the Administrative Agent each Eligible Interest Rate Hedge Provider, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either the perfection or priority location: (A) none of the Indenture Trustee’s security interest Sellers and the Issuer will, pursuant to applicable Insolvency Law, be substantively consolidated in the Collateralevent of any Insolvency Proceeding by, or against, any Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Maintenance of Office. (a) The chief executive office of the Issuer ICI is located at c/o GSS Holdings (ICI), Inc., 000 Xxxxxxx Xxxx Xxxxx Xxxxxx Xxxx, Xxxxx X0000, XxxxxxxxxXxxxxxxx, XX Xxx Xxxx 00000, and the Issuer ICI has not had any other chief executive office or principal place of business for the immediately preceding five (5) years and has not kept its books and records in any other office or place for the immediately preceding five (5) years. The Issuer ICI shall not establish a new location for its chief executive office or organize under the laws of another jurisdiction unless (i) it shall have given to each of the ICI Indenture Trustee, each Rating Agency, the Administrative Agent Agent, each Series Enhancer and the Servicer each ICI Control Party not less than 60 sixty (60) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the ICI Indenture Trustee, the Administrative Agent or Agent, the Servicer or any ICI Control Party may reasonably request, and (ii) not less than 15 fifteen (15) days prior to the effective date of such change of location and/or jurisdiction of organization, it shall have taken at its own cost all actions action necessary so that such change of location and/or jurisdiction of organization organization, does not impair the security interest of the ICI Indenture Trustee in the ICI Collateral, the security interest of the ICF Indenture Trustee in the ICF Collateral, a Lessor Indenture Trustee in the collateral pledged under the related Lessor Indenture, or the sale or transfer of the Transferred Assets to the Trust, and shall have delivered to the ICI Indenture Trustee, the Servicer and Servicer, the Administrative Agent Agent, each Series Enhancer and each ICI Control Party copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory to the ICI Indenture Trustee, the Servicer and Servicer, the Administrative Agent Agent, each ICI Control Party and each Series Enhancer, to the effect that such change of location does not impair either the perfection or priority of the ICI Indenture Trustee’s security interest in the ICI Collateral.

Maintenance of Office. (a) The chief executive office only “place of business” (within the meaning of Section 9-307 of the UCC) of the Issuer is located at 000 Xxxxxxx Xxxx Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxx X0Xxxxxxxx XX XX, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records in any other office or place for the immediately preceding five yearsBermuda. The Issuer shall not establish a new place of business or location for its chief executive office or organize under the laws outside of another jurisdiction Bermuda unless (i) it shall have given to each of the Indenture Trustee, the Administrative Agent Agent, each Interest Rate Hedge Provider and the Servicer each Series Enhancer not less than 60 sixty (60) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Agent, any Interest Rate Hedge Provider or the Servicer any Series Enhancer may reasonably request, and (ii) not less than 15 days fifteen (15) days’ prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer Administrative Agent, each Interest Rate Hedge Provider and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer 119711828\V-7 Administrative Agent, each Series Enhancer and the Administrative Agent each Eligible Interest Rate Hedge Provider, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either the perfection or priority location: (A) none of the Indenture Trustee’s security interest Sellers and the Issuer will, pursuant to applicable Insolvency Law, be substantively consolidated in the Collateralevent of any Insolvency Proceeding by, or against, any Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Maintenance of Office. (a) The chief executive office only “place of business” (within the meaning of Section 9-307 of the UCC) of the Issuer is located at 000 Xxxxxxx Xxxx XxxxClarendon House, Xxxxx X00 Xxxxxx Xxxxxx, XxxxxxxxxXxxxxxxx XX 00, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records in any other office or place for the immediately preceding five yearsBermuda. The Issuer shall not establish a new place of business or location for its chief executive office outside of Bermuda or organize under change the laws jurisdiction of another jurisdiction its incorporation unless (i) it shall have given to each of the Indenture Trustee, each Rating Agency, the Administrative Agent and the Servicer each Interest Rate Hedge Provider not less than 60 sixty (60) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent or the Servicer any Interest Rate Hedge Provider may reasonably request, and (ii) not less than 15 days fifteen (15) days’ prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer and the Administrative Agent and each Interest Rate Hedge Provider copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Administrative Agent, each Eligible Interest Rate Hedge Provider and the Administrative Agent each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either the perfection or priority location: (A) none of the Indenture Trustee’s security interest Sellers and the Issuer will, pursuant to applicable Insolvency Law, be substantively consolidated in the Collateralevent of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Maintenance of Office. (a) The principal place of business and chief executive office of the Issuer is located at 000 Xxx Xxxxxxx Xxxx XxxxXxxxx, Xxxxx X0Park Ridge, Xxxxxxxxx, XX 00000, and the New Jersey 07656. The Issuer has not had any other chief executive office or shall at all times maintain its principal place of business for or chief executive office within the immediately preceding five years United States, and has not kept its books and records in any other office or place for the immediately preceding five years. The Issuer shall not establish a new location (within the United States) for its principal place of business or chief executive office or organize under the laws of another jurisdiction unless (i) it the Issuer shall have given to provide each of the Indenture Trustee, the Administrative Agent each Rating Agency and the Servicer each Interest Rate Hedge Provider not less than 60 thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Transition Manager, the Lead Deal Agent or the Servicer any Interest Rate Hedge Provider may reasonably request, and (ii) not less than 15 days five (5) days’ prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost (including payment of all actions registration fees), all action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets Issuer Containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer and the Administrative Agent each Deal Agent, each Interest Rate Hedge Provider copies of all filings (including, without limitation, UCC filings) required in connection therewith, therewith together with an Opinion of Counsel, reasonably satisfactory to the Indenture TrusteeRequisite Global Majority, the Servicer and the Administrative Agent to the effect that such change of location does not impair either the perfection or priority of the Indenture Trustee’s security interest in the Collateral.

Maintenance of Office. (a) The chief executive office only “place of business” (within the meaning of Section 9-307 of the UCC) of the Issuer is located at 000 Xxxxxxx Xxxx XxxxClarendon House, Xxxxx X00 Xxxxxx Xxxxxx, XxxxxxxxxXxxxxxxx XX 00, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records in any other office or place for the immediately preceding five yearsBermuda. The Issuer shall not establish a new place of business or location for its chief executive office outside of Bermuda or organize under change the laws jurisdiction of another jurisdiction its incorporation unless (i) it shall have given to each of the Indenture Trustee, each Rating Agency, the Administrative Agent and the Servicer each Interest Rate Hedge Provider not less than 60 sixty (60) days’ prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent or the Servicer any Interest Rate Hedge Provider may reasonably request, and (ii) not less than 15 days fifteen (15) days’ prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer and the Administrative Agent and each Interest Rate Hedge Provider copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Administrative Agent, each Eligible Interest Rate Hedge Provider and the Administrative Agent each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either location: (A) the perfection Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or priority against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Indenture Trustee’s security interest Related Documents will be treated as a “true sale” in the Collateralevent of any Insolvency Proceeding by, or against, either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Maintenance of Office. (a) The chief executive office As of the Issuer Initial Closing Date, the Issuer's only "place of business" within the meaning of Section 9-307 of the UCC is located at 000 Xxxxxxx Xxxx Xxxx, Xxxxx X0, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records address set forth in any other office or place for the immediately preceding five yearsSection 1307. The Issuer shall not establish a new place of business or location for its chief executive office or organize under the laws change its jurisdiction of another jurisdiction formation unless (i) it the Issuer shall have given to provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent Agent, each Hedge Counterparty and the Servicer each Series Enhancer not less than 60 thirty (30) days’ ' prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Agent, each Hedge Counterparty or the Servicer each Series Enhancer may reasonably request, and (ii) not less than 15 fifteen (15) days prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets Containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer Administrative Agent, each Hedge Counterparty and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Administrative Agent, each Series Enhancer, each Eligible Hedge Counterparty and the Administrative Agent each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either location: (A) the perfection Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or priority against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Indenture Trustee’s security interest Transaction Documents will be treated as a "true sale" in the Collateralevent of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.

Maintenance of Office. (a) The chief executive office As of the Issuer Initial Closing Date, the Issuer's only "place of business" within the meaning of Section 9-307 of the UCC is located at 000 Xxxxxxx Xxxx Xxxx, Xxxxx X0, Xxxxxxxxx, XX 00000, and the Issuer has not had any other chief executive office or principal place of business for the immediately preceding five years and has not kept its books and records address set forth in any other office or place for the immediately preceding five yearsSection 1307. The Issuer shall not establish a new place of business or location for its chief executive office or organize under the laws change its jurisdiction of another jurisdiction formation unless (i) it the Issuer shall have given to provide each of the Indenture Trustee, each Rating Agency, the Administrative Agent Agent, each Interest Rate Hedge Counterparty and the Servicer each Series Enhancer not less than 60 thirty (30) days’ ' prior written notice of its intention so to do, clearly describing such new location and/or jurisdiction of organization, and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent Agent, each Interest Rate Hedge Counterparty or the Servicer each Series Enhancer may reasonably request, and (ii) not less than 15 fifteen (15) days prior to the effective date of such change of location and/or jurisdiction of organizationrelocation, it the Issuer shall have taken taken, at its own cost cost, all actions action necessary so that such change of location and/or jurisdiction of organization does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or transfer contribution of the Transferred Assets Containers to the TrustIssuer, and shall have delivered to the Indenture Trustee, the Servicer Administrative Agent, each Interest Rate Hedge Counterparty and the Administrative Agent each Series Enhancer copies of all filings (including, without limitation, UCC filings) required in connection therewith, together with an Opinion of Counsel, satisfactory therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Servicer Administrative Agent, each Series Enhancer, each Eligible Interest Rate Hedge Counterparty and the Administrative Agent each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect that to such change of location does not impair either location: (A) the perfection Seller and the Issuer will not, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or priority against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Indenture Trustee’s security interest Transaction Documents will be treated as a "true sale" in the Collateralevent of any Insolvency Proceeding by, or against, the Seller and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary to perfect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; provided that the opinions required in this Section 602(iii)(A) and (B) shall not be required unless the Issuer establishes a new place of business outside of the United States or a location for its chief executive office outside of the United States or changes its jurisdiction of formation to a location outside of the United States.