Common use of Covenants of Manager Clause in Contracts

Covenants of Manager. 7.1 On or prior to each Determination Date, Manager shall deliver to the Borrower, the Agent and each Lender, in the format which Manager uses for its Fleet, a report as to the Managed Containers reporting: (a) utilization rates; (b) average lease rates; (c) receivables aging; and (d) the collections (such report, a "Monthly Lease Report"). 7.2 On or prior to each Determination Date, Manager will deliver a Manager Report to each of the Borrower, the Agent and each Lender. 7.3 On or prior to (i) each Determination Date and (ii) any date on which an Advance is made to Borrower under the Loan Agreement, Manager will deliver to Borrower, the Agent and each Lender an Asset Base Certificate, calculated using the data available to Manager (x) with respect to the Asset Base Certificate delivered on each Determination Date, as of the end of the immediately preceding Collection Period, and (y) with respect to the Asset Base Certificate delivered on each advance date, as of the date of such Asset Base Certificate and after giving effect to such advance. 7.4 Manager shall provide to each of the Borrower, the Agent and each Lender an annual confirmation of the renewal of insurance required by Section 9.2 hereof within forty-five (45) days of each such renewal. 7.5 Manager shall provide, in the form which Manager uses for its own operations, any other reports and information available with respect to the Managed Containers reasonably requested by the Borrower, the Agent or any Lender. 7.6 Manager shall maintain, at the office of its Affiliate, Cronos Containers Limited, located at ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, Marlow, Buckinghamshire SL7 3AB, England, such books and records (including computer records) with respect to the Managed Containers as it maintains for the Fleet and the leasing thereof, including a computer database including the Managed Containers (containing sufficient information to generate the List of Containers and the reports required to be delivered pursuant to this Agreement), any Leases relating thereto, the Lessees (if on-hire) or location (if off-hire), and their Net Book Value. Manager shall notify the Borrower, the Agent and each Lender of any change in the location of Manager's books and records. 7.7 Upon reasonable request, Manager shall make available (and cause any of its Affiliates engaged in the management of the Managed Containers to be made available) to Borrower, the Agent and each Lender, for inspection and copying, its books, records and reports relating to the Managed Containers and copies of all Leases or other documents relating thereto, all in the format which Manager uses for the Fleet. Such inspections shall be conducted during normal business hours and shall not unreasonably disrupt Manager's business. Manager shall grant the Agent, the Borrower and each Lender access to Manager's computer systems and data contained therein, but not copies of the software itself. The Borrower, the Agent and each Lender shall have the right, upon reasonable request, to inspect the Managed Containers at any time, upon reasonable notice and to the extent Manager has access thereto, subject to the Leases, and provided such inspection does not interfere with utilization of the Managed Containers in the ordinary course of business. The Manager shall reimburse the Borrower, the Agent and each Lender, as the case may be, for all reasonable out-of-pocket costs and expenses of such party for any inspections occurring during the continuance of a Manager Default. 7.8 The Manager shall provide to the Borrower, each Lender promptly after each shall become available, all of the following: (i) written notice of any material change in the Manager's credit and collection policy (which determination shall be made in the reasonable discretion of the Manager), and (ii) summaries of all management letter comments relating to the Borrower or Manager issued by the independent accountants of the Borrower or Manager (as the case may be) to the board of the directors of the Borrower or Manager (as the case may be) or any of its committees that the Borrower or the Manager, in its sole discretion, deems material. 7.9 The Manager will deliver to the Borrower, the Agent and each Lender: (i) Immediately upon becoming aware of the existence of any condition or event which constitutes a Manager Default or which, with notice and lapse of time, would become a Manager Default, a written notice describing its nature and period of existence and what action the Manager is taking or proposes to take with respect thereto; (ii) As applicable and promptly upon their becoming available, one copy of each report (including reports on Form 8-K, 10-K and 10-Q), definitive proxy statement, registration statement (upon it becoming effective), definitive prospectus and notices that the Manager for and on behalf of Borrower, filed with or delivered to any securities exchange or the Securities and Exchange Commission or any successor agency; and (iii) Promptly upon the Manager's becoming aware of:

Covenants of Manager. 7.1 On or prior to each Determination Date, Manager shall deliver to the Borrower, the Agent and each Lender, in the format which Manager uses for its Fleet, a report as to the Managed Containers reporting: (a) utilization rates; (b) average lease rates; (c) receivables aging; and (d) the collections (such report, a "Monthly Lease Report"). 7.2 On or prior to each Determination Date, Manager will deliver a Manager Report to each of the Borrower, the Agent and each Lender. 7.3 On or prior to (i) each Determination Date and (ii) any date on which an Advance is made to Borrower under the Loan Agreement, Manager will deliver to Borrower, the Agent and each Lender an Asset Base Certificate, calculated using the data available to Manager (x) with respect to the Asset Base Certificate delivered on each Determination Date, as of the end of the immediately preceding Collection Period, and (y) with respect to the Asset Base Certificate delivered on each advance date, as of the date of such Asset Base Certificate and after giving effect to such advance. 7.4 Manager shall provide to each of the Borrower, the Agent and each Lender an annual confirmation of the renewal of insurance required by Section 9.2 hereof within forty-five (45) days of each such renewal. 7.5 Manager shall provide, in the form which Manager uses for its own operations, any other reports and information available with respect to the Managed Containers reasonably requested by the Borrower, the Agent or any Lender. 7.6 Manager shall maintain, at the office of its Affiliate, Cronos Containers Limited, located at The Ice House, Dean Street, Marlow, Buckinghamshire SL7 3AB, ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇, Marlow, Buckinghamshire SL7 3AB, England, such books and ▇ records (including computer records) with respect to the Managed Containers as it maintains for the Fleet and the leasing thereof, including a computer database including the Managed Containers (containing sufficient information to generate the List of Containers and the reports required to be delivered pursuant to this Agreement), any Leases relating thereto, the Lessees (if on-hire) or location (if off-hire), and their Net Book Value. Manager shall notify the Borrower, the Agent and each Lender of any change in the location of Manager's books and records. 7.7 Upon reasonable request, Manager shall make available (and cause any of its Affiliates engaged in the management of the Managed Containers to be made available) to Borrower, the Agent and each Lender, for inspection and copying, its books, records and reports relating to the Managed Containers and copies of all Leases or other documents relating thereto, all in the format which Manager uses for the Fleet. Such inspections shall be conducted during normal business hours and shall not unreasonably disrupt Manager's business. Manager shall grant the Agent, the Borrower and each Lender access to Manager's computer systems and data contained therein, but not copies of the software itself. The Borrower, the Agent and each Lender shall have the right, upon reasonable request, to inspect the Managed Containers at any time, upon reasonable notice and to the extent Manager has access thereto, subject to the Leases, and provided such inspection does not interfere with utilization of the Managed Containers in the ordinary course of business. The Manager shall reimburse the Borrower, the Agent and each Lender, as the case may be, for all reasonable out-of-pocket costs and expenses of such party for any inspections occurring during the continuance of a Manager Default. 7.8 The Manager shall provide to the Borrower, each Lender promptly after each shall become available, all of the following: (i) written notice of any material change in the Manager's credit and collection policy (which determination shall be made in the reasonable discretion of the Manager), and (ii) summaries of all management letter comments relating to the Borrower or Manager issued by the independent accountants of the Borrower or Manager (as the case may be) to the board of the directors of the Borrower or Manager (as the case may be) or any of its committees that the Borrower or the Manager, in its sole discretion, deems material. 7.9 The Manager will deliver to the Borrower, the Agent and each Lender: (i) Immediately upon becoming aware of the existence of any condition or event which constitutes a Manager Default or which, with notice and lapse of time, would become a Manager Default, a written notice describing its nature and period of existence and what action the Manager is taking or proposes to take with respect thereto; (ii) As applicable and promptly upon their becoming available, one copy of each report (including reports on Form 8-K, 10-K and 10-Q), definitive proxy statement, registration statement (upon it becoming effective), definitive prospectus and notices that the Manager for and on behalf of Borrower, filed with or delivered to any securities exchange or the Securities and Exchange Commission or any successor agency; and (iii) Promptly upon the Manager's becoming aware of: