Common use of Collateral Provisions Clause in Contracts

Collateral Provisions. (a) Not in limitation of the grant included in Section 2.1 of the Security Agreement, but in furtherance thereof, each Grantor hereby reaffirms for the benefit of the New Secured Party the grant in the following to secure the Pari Passu Payment Lien Obligations owing to the New Secured Party: [repeat the granting clause from Section 2.1 of the Security Agreement] (b) By its signature hereto, each Grantor hereby authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file against such Grantor, one or more financing, continuation or amendment statements pursuant to the UCC as may be necessary to establish and maintain the security interests created under the Security Agreement (which statements may describe the Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor by using words of similar effect); provided, however, such authorization shall not relieve any Grantor from its respective obligations to take all actions necessary to perfect and maintain the perfection of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Grantors to the Collateral Agent within 5 business days of receipt of invoice detailing such charges, expenses, fees or taxes.

Collateral Provisions. (a) Not in limitation On or before December 31, 2001, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion: (i) the Intercreditor Agreement executed by the Borrower and certain of its Subsidiaries a party thereto; (ii) a Security Agreement executed by the Borrower and certain of its Subsidiaries a party thereto, pursuant to which the Borrower and such Subsidiaries grant included to the Collateral Agent a valid first and prior Lien on all of their accounts receivable and inventory; (iii) a Subsidiary Guaranty executed by each of Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.; (iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary (as applicable) and such other Persons as the Administrative Agent may require in Section 2.1 each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located; (v) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (ii) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement; (vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement; (vii) evidence that the insurance required by Section 5.05 is in effect; (viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to Xxxxxx & Xxxxxx L.L.P., but in furtherance thereofcounsel for the Administrative Agent, each Grantor as to such matters relating to the Intercreditor Agreement, the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby reaffirms instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the New Secured Party the grant in the following to secure the Pari Passu Payment Lien Obligations owing Lenders); (ix) an amendment to the New Secured Party: [repeat Bridge Agreement, in form and substance satisfactory to the granting clause Administrative Agent, executed by the Borrower, JPMorgan Chase Bank, as administrative agent for the lenders under the Bridge Agreement, and the lenders a party to such Bridge Agreement; and (x) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(a). The Borrower shall, and shall cause each Subsidiary to use, commercially reasonable efforts to obtain on or before February 28, 2002, lien waivers, subordination agreements and/or estoppel certificates with respect to the Collateral from Section 2.1 all of the Security Agreement] Borrower's and its applicable Subsidiaries' landlords, mortgages and/or lessees. The Borrower's failure to fully and timely satisfy on or before December 31, 2001 each requirement set forth in clauses (i) through (x) of this Section 5.12(a) shall constitute an immediate Event of Default. (b) By its signature heretoOn or before February 15, 2002, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each Grantor hereby authorizes of the Collateral Agent (but the Collateral Agent is not obligated) to file against such Grantorfollowing, one or more financing, continuation or amendment statements pursuant all in form and substance acceptable to the UCC as may be necessary to establish Administrative Agent and maintain the security interests created under the Required Lenders in their sole discretion: (i) a Security Agreement (which statements may describe take the Collateral as “all assets, whether now owned or hereafter acquired” form of such Grantor by using words of similar effect); provided, however, such authorization shall not relieve any Grantor from its respective obligations to take all actions necessary to perfect an amendment and maintain the perfection restatement of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid Security Agreement delivered pursuant to Section 5.12(a)(ii)) executed by the Grantors Borrower and certain of its Subsidiaries, pursuant to which the Borrower and such Subsidiaries grant to the Collateral Agent within 5 a valid first and prior Lien on certain equipment, real property and other assets and property of the Borrower and such Subsidiaries (in addition to the Liens granted pursuant to the Security Agreement delivered pursuant to Section 5.12(a)(ii)) as shall be required and determined by the Administrative Agent and the Required Lenders; (ii) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business days and jurisdiction of receipt organization and in which any Collateral is or has been located; (iii) subject to the terms of invoice detailing the Intercreditor Agreement and the Security Agreements, such chargesexecuted documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (i) above, expensesincluding, fees without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or taxesgovernmental approvals and consents required for the pledge of the Collateral under the Security Agreement; (iv) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement; (v) evidence that the insurance required by Section 5.05 is in effect; (vi) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to Xxxxxx & Xxxxxx L.L.P., counsel for the Administrative Agent, as to such matters relating to the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders); (vii) as applicable, a Mortgage with respect to each Mortgaged Property executed on behalf of the record owner of such Mortgaged Property with a metes and bounds or other description of the parcel attached thereto and recorded in the applicable real property records; (viii) with respect to each parcel of the Mortgaged Property, a title insurance commitment, all documentation evidencing any exceptions to title reflected thereon (or other evidence of title satisfactory to the Administrative Agent), and, to the extent available, a survey and environmental report relating to such parcel; and (ix) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(b). The Borrower's failure to fully and timely satisfy on or before February 15, 2002 each requirement set forth in clauses (i) through (ix) of this Section 5.12(b) shall constitute an immediate Event of Default."

Collateral Provisions. (a) Not in limitation of the grant included in Section 2.1 of the Security Agreement, but in furtherance thereof, each Grantor hereby reaffirms for the benefit of the New Secured Party the grant in the following to secure the Pari Passu Payment Lien Obligations owing to the New Secured Party: [repeat the granting clause from Section 2.1 of the Security Agreement] ] (b) By its signature hereto, each Grantor hereby authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file against such Grantor, one or more financing, continuation or amendment statements pursuant to the UCC as may be necessary to establish and maintain the security interests created under the Security Agreement (which statements may describe the Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor by using words of similar effect); provided, however, such authorization shall not relieve any Grantor from its respective obligations to take all actions necessary to perfect and maintain the perfection of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Grantors to the Collateral Agent within 5 business days of receipt of invoice detailing such charges, expenses, fees or taxes.

Collateral Provisions. (a) Not in limitation of the grant included in Section 2.1 Article III of the Security Agreement, but in furtherance thereof, each Grantor hereby reaffirms for the benefit of the New Secured Party Other Second Priority Representative the grant of security interest set forth in Article III of the Security Agreement and pledges, assigns and grants to the Collateral Agent, for the benefit of the Secured Parties (including, without limitation, the New Other Second Priority Representative and each holder of the new Other Second Priority Obligations), a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the following to secure future may acquire any right, title or interest, wheresoever located, including all accessions thereto and proceeds thereof, and whether now or hereafter existing or arising, as collateral security for the Pari Passu Payment Lien prompt and complete payment in full and performance when due (whether at stated maturity, by acceleration or otherwise) in full of the Secured Obligations (including, without limitation, the Other Second Priority Obligations owing to the New Secured Party: [repeat the granting clause from Section 2.1 holders of the Security Agreement] new Other Second Priority Obligations). (b) By its signature hereto, each Grantor hereby authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file against such Grantor, Grantor one or more financing, continuation or amendment statements pursuant to the UCC as may be necessary to establish and maintain the security interests created under the Security Agreement (which statements may describe the Collateral as “all assets, assets of the debtor whether now owned or hereafter acquiredacquired and wheresoever located, including all accessions thereto and proceeds thereof” of such Grantor or by using words of similar effect); provided, however, such authorization shall not relieve any Grantor from its respective obligations to take all actions actions, including to file such financing, continuation or amendment statements pursuant to the UCC, necessary to perfect and maintain the perfection of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Grantors to the Collateral Agent within 5 business days of receipt of invoice detailing such charges, expenses, fees or taxesimmediately upon demand.

Collateral Provisions. (a) Not in limitation On or before December 31, 2001, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion: (i) the Intercreditor Agreement executed by the Borrower and certain of its Subsidiaries a party thereto; (ii) a Security Agreement executed by the Borrower and certain of its Subsidiaries a party thereto, pursuant to which the Borrower and such Subsidiaries grant included to the Collateral Agent a valid first and prior Lien on all of their accounts receivable and inventory; (iii) a Subsidiary Guaranty executed by each of Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.; (iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary (as applicable) and such other Persons as the Administrative Agent may require in Section 2.1 each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located; (v) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (ii) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement; (vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement; (vii) evidence that the insurance required by Section 5.05 of the Revolving Credit Agreement is in effect; (viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to Xxxxxx & Xxxxxx L.L.P., but in furtherance thereofcounsel for the Administrative Agent, each Grantor as to such matters relating to the Intercreditor Agreement, the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby reaffirms instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the New Secured Party the grant in the following to secure the Pari Passu Payment Lien Obligations owing Lenders); (ix) an amendment to the New Secured Party: [repeat Revolving Credit Agreement, in form and substance satisfactory to the granting clause Administrative Agent, executed by the Borrower, JPMorgan Chase Bank, as administrative agent for the lenders under the Revolving Credit Agreement, and the lenders a party to such Revolving Agreement; and (x) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.09(a). The Borrower shall, and shall cause each Subsidiary to use, commercially reasonable efforts to obtain on or before February 28, 2002, lien waivers, subordination agreements and/or estoppel certificates with respect to the Collateral from Section 2.1 all of the Security Agreement] Borrower's and its applicable Subsidiaries' landlords, mortgages and/or lessees. The Borrower's failure to fully and timely satisfy on or before December 31, 2001 each requirement set forth in clauses (i) through (x) of this Section 5.09(a) shall constitute an immediate Event of Default. (b) By its signature heretoOn or before February 15, 2002, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each Grantor hereby authorizes of the Collateral Agent (but the Collateral Agent is not obligated) to file against such Grantorfollowing, one or more financing, continuation or amendment statements pursuant all in form and substance acceptable to the UCC as may be necessary to establish Administrative Agent and maintain the security interests created under the Required Lenders in their sole discretion: (i) a Security Agreement (which statements may describe take the Collateral as “all assets, whether now owned or hereafter acquired” form of such Grantor by using words of similar effect); provided, however, such authorization shall not relieve any Grantor from its respective obligations to take all actions necessary to perfect an amendment and maintain the perfection restatement of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid Security Agreement delivered pursuant to Section 5.09(a)(ii)) executed by the Grantors Borrower and certain of its Subsidiaries, pursuant to which the Borrower and certain of its Subsidiaries grant to the Collateral Agent within 5 a valid first and prior Lien on certain equipment, real property and other assets and property of the Borrower and such Subsidiaries (in addition to the Liens granted pursuant to the Security Agreement delivered pursuant to Section 5.09(a)(ii)) as shall be required and determined by the Administrative Agent and the Required Lenders; (ii) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business days and jurisdiction of receipt organization and in which any Collateral is or has been located; (iii) subject to the terms of invoice detailing the Intercreditor Agreement and the Security Agreements, such chargesexecuted documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (i) above, expensesincluding, fees without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or taxesgovernmental approvals and consents required for the pledge of the Collateral under the Security Agreement; (iv) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement; 6 (v) evidence that the insurance required by Section 5.05 of the Revolving Credit Agreement is in effect; (vi) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to Xxxxxx & Xxxxxx L.L.P., counsel for the Administrative Agent, as to such matters relating to the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders); (vii) as applicable, a Mortgage with respect to each Mortgaged Property executed on behalf of the record owner of such Mortgaged Property with a metes and bounds or other description of the parcel attached thereto and recorded in the applicable real property records; (viii) with respect to each parcel of the Mortgaged Property, a title insurance commitment, all documentation evidencing any exceptions to title reflected thereon (or other evidence of title satisfactory to the Administrative Agent), and, to the extent available, a survey and environmental report relating to such parcel; and (ix) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.09(b). The Borrower's failure to fully and timely satisfy on or before February 15, 2002 each requirement set forth in clauses (i) through (ix) of this Section 5.09(b) shall constitute an immediate Event of Default."

Collateral Provisions. (a) Not in limitation of the grant included in Section 2.1 of the Security Agreement, but in furtherance thereof, each Grantor Pledgor hereby reaffirms for the benefit of the New Secured Party the grant of security interest set forth in Section 2.1 of the Security Agreement and grants a security interest in all of its right, title and interest in all Collateral (as defined in the following Security Agreement) in favor of the Collateral Agent, for the benefit of the Notes Secured Parties (including, without limitation, the New Secured Party and each holder of the new Pari Passu Indebtedness) to secure the Secured Obligations (as defined in the Security Agreement), including, without limitation, the Pari Passu Payment Lien Obligations owing to the New Secured Party: [repeat the granting clause from Section 2.1 holders of the Security Agreement] new Pari Passu Indebtedness. (b) By its signature hereto, each Grantor Pledgor hereby authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file against such GrantorPledgor, without such Pledgor’s signature, one or more financing, continuation or amendment statements pursuant to the UCC as may be necessary to establish and maintain the security interests created under the Security Agreement (which statements may describe the Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor Pledgor or by using words of similar effect); provided, however, such authorization shall not relieve any Grantor Pledgor from its respective obligations to take all actions necessary to perfect and maintain the perfection of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Grantors Pledgors to the Collateral Agent within 5 business days of receipt of invoice detailing such charges, expenses, fees or taxesimmediately upon demand.