Common use of Issuance of Additional Series of Equipment Notes Clause in Contracts

Issuance of Additional Series of Equipment Notes. Issuer may from time to time issue one or more Additional Series of Equipment Notes pursuant to a Series Supplement executed by Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. Except with respect to Early Amortization Events and Events of Default, the terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series (but in no way may such terms modify or amend the provisions of this Master Indenture relating to Events of Default or Early Amortization Events), and with the consent of the Control Party for any other Series, may amend this Master Indenture as applicable to such other Series, in accordance with the terms of this Master Indenture. The ability of Issuer to issue such Series and the obligation of the Indenture Trustee to authenticate and deliver the Equipment Notes of such Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) on or before the twentieth (20th) Business Day immediately preceding the Series issuance date (unless the parties to be notified agree to a shorter notice period), Issuer shall have given the Indenture Trustee, the Manager, each Series Enhancer, each Rating Agency and each other party entitled thereto pursuant to the relevant Series Supplement notice of the Series and the proposed Series issuance date (it being understood an earlier prior notice, as to the Rating Agencies, may be necessary in order to obtain any necessary Rating Agency Confirmation); (b) Issuer shall have delivered to the Indenture Trustee the related Series Supplement, in form satisfactory to the Indenture Trustee, executed by Issuer; (c) Issuer shall have delivered to the Indenture Trustee any related Series Enhancement for such Series (or Class thereof) executed by each of the parties thereto; (d) Issuer shall have delivered a Rating Agency Confirmation with respect to each Series of Equipment Notes then outstanding and then rated by one or more Rating Agencies and any Policy constituting a Series Enhancement for any such Equipment Notes; (e) Any issuance of additional Class A Notes must be accompanied by the contribution and/or sale of additional Railcars to Issuer and such contribution and/or sale shall not cause, as its immediate effect, noncompliance with any Concentration Limit; (f) Issuer shall have delivered to the Indenture Trustee, each Series Enhancer, each Rating Agency and, if required, any Noteholder, any Opinions of Counsel required by the related Series Supplement, including without limitation with respect to true sale, enforceability, non-consolidation and security interest perfection issues; (1) No Early Amortization Event, Default or Event of Default shall have occurred and be continuing on the applicable Series Issuance Date and all Scheduled Principal Payment Amounts on all Equipment Notes shall have been made as of the applicable Series Issuance Date for such Additional Series and (2) Issuer shall have delivered to the Indenture Trustee, each Series Enhancer and each Rating Agency an Officer’s Certificate stating that (i) no Early Amortization Event, Default or Event of Default has occurred and is then continuing (or would reasonably be expected to result from the issuance of such Additional Series), (ii) there is not a substantial likelihood that the issuance of such Additional Series would result in an Early Amortization Event, Default or Event of Default at any time in the future, and (iii) all Scheduled Principal Payment Amounts on the Equipment Notes shall have been made as of the applicable Series Issuance Date for such Additional Series; (h) such other conditions, consistent with the conditions herein, as shall be specified in the related Series Supplement; (i) each additional Series (x) if involving the issuance of Class A Notes, will comply with each Class A Issuance Condition with respect to each Series, and if involving the issuance of Class B Notes, will comply with each Class B Issuance Condition with respect to each Series, (y) will have the same Payment Dates as the Series 2006-1 Notes, and (z) will have no other Collateral or cash reserves specific to such Additional Series or Class alone; (j) any additional Class A Notes issued pursuant to such Additional Series shall have been rated investment grade by S&P or Xxxxx’x without giving effect to any Series Enhancement provided in connection with such Class A Notes; (k) while any Series of Equipment Notes or Class thereof is outstanding and secured by a Series Enhancement consisting of a Policy, each of the following additional conditions shall be satisfied: (A) if the applicable Additional Series includes Class A Notes, and such Class A Notes, in the aggregate with all other Class A Notes issued after the Initial Closing Date, shall have an initial principal amount that (1) equals or exceeds, or (2) could or would, giving effect to the amortization schedules of the Series 2006-1A Notes and such additional Class A Notes, ever equal or exceed, the Outstanding Principal Balance of the Series 2006-1A Notes, then such Class A Notes will have Series Enhancement constituting a Comparable Policy issued by an Eligible Policy Provider, (B) any Additional Series (or Class thereof) shall constitute Fixed Rate Equipment Notes, (C) no Additional Series or Class thereof shall have a Final Maturity Date that is earlier than the Final Maturity Date for the Series 2006-1A Notes (or any other Series or Class thereof that is enhanced by a Policy issued by the same Policy Provider that secured the Series 2006-1A Notes), (D) except as set forth in clause (E) below, no additional Class B Notes may be issued unless Issuer has received the prior written consent of the Policy Provider that secured the Series 2006-1A Notes, which consent shall not be unreasonably withheld (it being understood that the granting of such consent shall require, among other things, that Issuer shall have delivered to the Policy Provider that secured the Series 2006-1A Notes such financial models and other evidence reasonably satisfactory to the Policy Provider that secured the Series 2006-1A Notes indicating that, after giving effect to the issuance of such new Class B Notes, the 2006-1A Notes will be expected to be repaid in full no later than two (2) years after the date on which the Scheduled Targeted Principal Balance equals zero (0)), and (E) the written consent of the Policy Provider that secured the Series 2006-1A Notes will not be required pursuant to clause (D) above so long as the following conditions are met: (i) the applicable additional Class B Notes shall be issued as part of an Additional Series that includes Class A Notes; (ii) Issuer shall have obtained a Rating Agency Confirmation in respect of all Equipment Notes then enhanced by the Policy Provider that secured the Series 2006-1A Notes, and

Issuance of Additional Series of Equipment Notes. The Issuer may from time to time issue one or more Additional Series of Equipment Notes pursuant to a Series Supplement executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. Except with respect to Early Amortization Events and Events of Default, the The terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series. No Series (but in no way Supplement may such terms modify or amend the provisions of this Master Indenture relating (or a related Series Supplement) as applicable to Events of Default or Early Amortization Events), and any other Series except with the consent of the Control Party for any each other Series, may amend this Master Indenture as applicable to such other Series, Series and in accordance with the terms of this Master Indenture. A Series Supplement may contain special or additional voting requirements that apply with respect to amendments or waivers of or under such Series Supplement, or to matters arising under this Master Indenture as to which Noteholders of such Series are entitled to vote, provided that no such requirement may be inconsistent with the requirements of this Master Indenture. Any Additional Series (or Class thereof) will be issued as a term Series or Class, i.e., it will have a predetermined, fixed or scheduled principal amortization established in the related Series Supplement. Additional Series may be issued for the purpose of financing the Issuer’s acquisition of additional Railcars and Leases, for the purpose of refinancing one or more preexisting Series (in whole and not in part) for the purpose of raising additional funds for the Issuer or a combination of the foregoing purposes. The ability of the Issuer to issue such Additional Series and the obligation of the Indenture Trustee to authenticate and deliver the Equipment Notes of such Additional Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) on or before the twentieth (20th) Business Day immediately preceding the Series issuance date (unless the parties to be notified agree to a shorter notice period), Issuer shall have given the Indenture Trustee, the Manager, each Series EnhancerServicer, each Rating Agency and each other party entitled thereto pursuant to the relevant Series Supplement notice of the Additional Series and the proposed Series issuance date (it being understood an earlier prior notice, as to the Rating Agencies, may be necessary in order to obtain any necessary Rating Agency Confirmation)Issuance Date; (b) the Issuer shall have delivered to the Indenture Trustee the related Series Supplement, in form satisfactory to the Indenture Trustee, executed by Issuer; (c) Issuer shall have delivered to the Indenture Trustee any related Series Enhancement for such Series (or Class thereof) executed by each of the parties thereto; (d) Issuer shall have delivered a obtained Rating Agency Confirmation with respect to such Additional Series and each other Series of Equipment Notes then outstanding Outstanding; (c) no Servicer Termination Event, Event of Default or Early Amortization Event shall have occurred and then rated by one be continuing at the time of the issuance of such Additional Series, and no Servicer Termination Event, Event of Default or more Rating Agencies Early Amortization Event would occur as a result of closing the transactions associated with the issuance of such Additional Series; (d) no Additional Interest shall be due and any Policy constituting a owing, and all scheduled amortization payments on all Outstanding Series Enhancement for any due at or before the date of the issuance of such Equipment NotesAdditional Series shall have been made as of the date of issuance of such Additional Series; (e) Any the issuance of additional Class A Notes must be accompanied by the contribution and/or sale of additional Railcars to Issuer and such contribution and/or sale Additional Series shall not cause, as its immediate effect, result in noncompliance with any the Concentration LimitLimits; (f) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of issuance of such Additional Series of Notes: (i) an original copy of the Series Supplement for such Additional Series, duly executed by the Issuer; (ii) a copy of the Assigned Agreements for such Additional Series, duly executed by each Series Enhancerparty thereto; (iii) one or more officer’s certificates, each Rating Agency duly executed by a responsible officer and providing for such certifications and other matters as the Indenture Trustee shall reasonably require; and, if required, any Noteholder, any (iv) one or more Opinions of Counsel required Counsel, duly executed by counsel to the related Series SupplementIssuer and providing for such matters as the Indenture Trustee shall reasonably require, including without limitation limitation, an opinion from tax counsel to the Issuer (which opinion may rely, as to factual matters, on a certificate of a Person whose duties relate to the matters being certified) to the effect that, for U.S. federal income tax purposes, (a) such action will not cause any Equipment Note of any Outstanding Series or Class for which an Opinion of Counsel to the Issuer was rendered in connection with respect the original issuance of such Equipment Note to true salethe effect that such Equipment Note is treated as debt for U.S. federal income tax purposes, enforceabilityto be characterized as other than debt, non-consolidation and security interest perfection issues(b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation; (1g) No Early Amortization Eventwhile any other Series is Outstanding, Default or Event any issuance of Default an Additional Series will be subject to the additional condition that the Book LTV Ratio immediately after the acquisition of additional Railcars with the proceeds of issuance of such Additional Series shall have occurred and not be continuing on greater than the applicable Series Issuance Date and all Scheduled Principal Payment Amounts on all Equipment Notes shall have been made Book LTV Ratio as of the applicable Series Issuance Date for such Additional Series and Initial Closing Date; and (2h) the Issuer shall have delivered to the Indenture Trustee, each Series Enhancer and each Rating Agency Trustee an Officer’s Certificate stating to the effect that all of the conditions specified in clauses (ia) no Early Amortization Eventthrough (g), Default or Event as applicable, above have been satisfied. Upon satisfaction of Default has occurred the above conditions, the Indenture Trustee shall execute the Series Supplement and is then continuing (or would reasonably be expected to result from authenticate and deliver the issuance Equipment Notes of such Additional Series), (ii) there is not a substantial likelihood that the issuance of such Additional Series would result in an Early Amortization Event, Default or Event of Default at any time in the future, and (iii) all Scheduled Principal Payment Amounts on the Equipment Notes shall have been made as of the applicable Series Issuance Date for such Additional Series; (h) such other conditions, consistent with the conditions herein, as shall be specified in the related Series Supplement; (i) each additional Series (x) if involving the issuance of Class A Notes, will comply with each Class A Issuance Condition with respect to each Series, and if involving the issuance of Class B Notes, will comply with each Class B Issuance Condition with respect to each Series, (y) will have the same Payment Dates as the Series 2006-1 Notes, and (z) will have no other Collateral or cash reserves specific to such Additional Series or Class alone; (j) any additional Class A Notes issued pursuant to such Additional Series shall have been rated investment grade by S&P or Xxxxx’x without giving effect to any Series Enhancement provided in connection with such Class A Notes; (k) while any Series of Equipment Notes or Class thereof is outstanding and secured by a Series Enhancement consisting of a Policy, each of the following additional conditions shall be satisfied: (A) if the applicable Additional Series includes Class A Notes, and such Class A Notes, in the aggregate with all other Class A Notes issued after the Initial Closing Date, shall have an initial principal amount that (1) equals or exceeds, or (2) could or would, giving effect to the amortization schedules of the Series 2006-1A Notes and such additional Class A Notes, ever equal or exceed, the Outstanding Principal Balance of the Series 2006-1A Notes, then such Class A Notes will have Series Enhancement constituting a Comparable Policy issued by an Eligible Policy Provider, (B) any Additional Series (or Class thereof) shall constitute Fixed Rate Equipment Notes, (C) no Additional Series or Class thereof shall have a Final Maturity Date that is earlier than the Final Maturity Date for the Series 2006-1A Notes (or any other Series or Class thereof that is enhanced by a Policy issued by the same Policy Provider that secured the Series 2006-1A Notes), (D) except as set forth in clause (E) below, no additional Class B Notes may be issued unless Issuer has received the prior written consent of the Policy Provider that secured the Series 2006-1A Notes, which consent shall not be unreasonably withheld (it being understood that the granting of such consent shall require, among other things, that Issuer shall have delivered to the Policy Provider that secured the Series 2006-1A Notes such financial models and other evidence reasonably satisfactory to the Policy Provider that secured the Series 2006-1A Notes indicating that, after giving effect to the issuance of such new Class B Notes, the 2006-1A Notes will be expected to be repaid in full no later than two (2) years after the date on which the Scheduled Targeted Principal Balance equals zero (0)), and (E) the written consent of the Policy Provider that secured the Series 2006-1A Notes will not be required pursuant to clause (D) above so long as the following conditions are met: (i) the applicable additional Class B Notes shall be issued as part of an Additional Series that includes Class A Notes; (ii) Issuer shall have obtained a Rating Agency Confirmation in respect of all Equipment Notes then enhanced by the Policy Provider that secured the Series 2006-1A Notes, and.

Issuance of Additional Series of Equipment Notes. Issuer may from time to time issue one or more Additional Series of Equipment Notes pursuant to a Series Supplement executed by Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. Except with respect to Early Amortization Events and Events of Default, the terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series (but in no way may such terms modify or amend the provisions of this Master Indenture relating to Events of Default or Early Amortization Events), and with the consent of the Control Party for any other Series, may amend this Master Indenture as applicable to such other Series, in accordance with the terms of this Master Indenture. The ability of Issuer to issue such Series and the obligation of the Indenture Trustee to authenticate and deliver the Equipment Notes of such Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) on or before the twentieth (20th) Business Day immediately preceding the Series issuance date (unless the parties to be notified agree to a shorter notice period), Issuer shall have given the Indenture Trustee, the Manager, each Series Enhancer, each Rating Agency and each other party entitled thereto pursuant to the relevant Series Supplement notice of the Series and the proposed Series issuance date (it being understood an earlier prior notice, as to the Rating Agencies, may be necessary in order to obtain any necessary Rating Agency Confirmation); (b) Issuer shall have delivered to the Indenture Trustee the related Series Supplement, in form satisfactory to the Indenture Trustee, executed by Issuer; (c) Issuer shall have delivered to the Indenture Trustee any related Series Enhancement for such Series (or Class thereof) executed by each of the parties thereto; (d) Issuer shall have delivered a Rating Agency Confirmation with respect to each Series of Equipment Notes then outstanding and then rated by one or more Rating Agencies and any Policy constituting a Series Enhancement for any such Equipment Notes; (e) Any issuance of additional Class A Notes must be accompanied by the contribution and/or sale of additional Railcars to Issuer and such contribution and/or sale shall not cause, as its immediate effect, noncompliance with any Concentration Limit; (f) Issuer shall have delivered to the Indenture Trustee, each Series Enhancer, each Rating Agency and, if required, any Noteholder, any Opinions of Counsel required by the related Series Supplement, including without limitation with respect to true sale, enforceability, non-consolidation and security interest perfection issues; (1) No Early Amortization Event, Default or Event of Default shall have occurred and be continuing on the applicable Series Issuance Date and all Scheduled Principal Payment Amounts on all Equipment Notes shall have been made as of the applicable Series Issuance Date for such Additional Series and (2) Issuer shall have delivered to the Indenture Trustee, each Series Enhancer and each Rating Agency an Officer’s Certificate stating that (i) no Early Amortization Event, Default or Event of Default has occurred and is then continuing (or would reasonably be expected to result from the issuance of such Additional Series), (ii) there is not a substantial likelihood that the issuance of such Additional Series would result in an Early Amortization Event, Default or Event of Default at any time in the future, and (iii) all Scheduled Principal Payment Amounts on the Equipment Notes shall have been made as of the applicable Series Issuance Date for such Additional Series; (h) such other conditions, consistent with the conditions herein, as shall be specified in the related Series Supplement; (i) each additional Series (x) if involving the issuance of Class A Notes, will comply with each Class A Issuance Condition with respect to each Series, and if involving the issuance of Class B Notes, will comply with each Class B Issuance Condition with respect to each Series, (y) will have the same Payment Dates as the Series 2006-1 Notes, and (z) will have no other Collateral or cash reserves specific to such Additional Series or Class alone; (j) any additional Class A Notes issued pursuant to such Additional Series shall have been rated investment grade by S&P or Xxxxx’x Mxxxx’x without giving effect to any Series Enhancement provided in connection with such Class A Notes; (k) while any Series of Equipment Notes or Class thereof is outstanding and secured by a Series Enhancement consisting of a Policy, each of the following additional conditions shall be satisfied: (A) if the applicable Additional Series includes Class A Notes, and such Class A Notes, in the aggregate with all other Class A Notes issued after the Initial Closing Date, shall have an initial principal amount that (1) equals or exceeds, or (2) could or would, giving effect to the amortization schedules of the Series 2006-1A Notes and such additional Class A Notes, ever equal or exceed, the Outstanding Principal Balance of the Series 2006-1A Notes, then such Class A Notes will have Series Enhancement constituting a Comparable Policy issued by an Eligible Policy Provider, (B) any Additional Series (or Class thereof) shall constitute Fixed Rate Equipment Notes, (C) no Additional Series or Class thereof shall have a Final Maturity Date that is earlier than the Final Maturity Date for the Series 2006-1A Notes (or any other Series or Class thereof that is enhanced by a Policy issued by the same Policy Provider that secured the Series 2006-1A Notes), (D) except as set forth in clause (E) below, no additional Class B Notes may be issued unless Issuer has received the prior written consent of the Policy Provider that secured the Series 2006-1A Notes, which consent shall not be unreasonably withheld (it being understood that the granting of such consent shall require, among other things, that Issuer shall have delivered to the Policy Provider that secured the Series 2006-1A Notes such financial models and other evidence reasonably satisfactory to the Policy Provider that secured the Series 2006-1A Notes indicating that, after giving effect to the issuance of such new Class B Notes, the 2006-1A Notes will be expected to be repaid in full no later than two (2) years after the date on which the Scheduled Targeted Principal Balance equals zero (0)), and (E) the written consent of the Policy Provider that secured the Series 2006-1A Notes will not be required pursuant to clause (D) above so long as the following conditions are met: (i) the applicable additional Class B Notes shall be issued as part of an Additional Series that includes Class A Notes; (ii) Issuer shall have obtained a Rating Agency Confirmation in respect of all Equipment Notes then enhanced by the Policy Provider that secured the Series 2006-1A Notes, and