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

Issuance of Additional Series of Notes. The Issuer may from time to time issue one or more Additional Series of Notes pursuant to a Series Supplement executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. The terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series. No Series Supplement may amend this Master Indenture (or a related Series Supplement) as applicable to any other Series except with the consent of the Control Party for each other 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 Holders 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 (i) financing the Issuer’s acquisition of additional Railcars and Leases, (ii) refinancing one or more preexisting Series, Class or sub-class of a Class (in each case, in whole and not in part), (iii) raising additional funds for the Issuer or (iv) 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 Notes of such Additional Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) the Issuer shall have given the Indenture Trustee, the Servicer, 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; (b) the Issuer shall have obtained Rating Agency Confirmation with respect to such Additional Series and each other Series of Equipment Notes then Outstanding; (c) no Servicer Termination Event, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the issuance of such Additional Series, and no Servicer Termination Event, Event of Default or 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 owing, and all scheduled amortization payments on all Outstanding Series of Notes due at or before the date of the issuance of such Additional Series shall have been made as of the date of issuance of such Additional Series; (e) the issuance of such Additional Series shall not result in noncompliance with the Concentration Limits; (f) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of issuance of such Additional Series: (i) a 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 party thereto; (iii) one or more officer’s certificates, duly executed by a responsible officer and providing for such certifications and other matters as the Indenture Trustee shall reasonably require; and (iv) one or more Opinions of Counsel, duly executed by counsel to the Issuer and providing for such matters as the Holders (or applicable Initial Purchasers) shall reasonably require, including without limitation, an opinion from tax counsel to the Issuer (which opinion is based on and subject to only customary representations, assumptions and qualifications for an opinion of this nature and 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 Note of any Outstanding Series or Class for which an Opinion of Counsel to the Issuer was rendered in connection with the original issuance of such Note to the effect that such Note is treated as debt for U.S. federal income tax purposes, to be characterized as other than debt, and (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation; (g) the Certificate Agent shall have delivered to the Indenture Trustee an Officer’s Certificate confirming that the Member and the other Holders of the Class E Certificates, if any, are prepared to fund the increase in the Outstanding Stated Amount of the Class E Certificates required in connection with the issuance of such Additional Series; (h) while any Series of Equipment Notes are Outstanding, the Rapid Amortization Date of any Class or sub-Class in connection with an Additional Series of Equipment Notes, if applicable, shall occur on the same date or a date which occurs after the Rapid Amortization Date of the then most recently issued Equipment Notes of the same Class or sub-Class then Outstanding; and (i) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that all of the conditions specified in clauses (a) through (h), as applicable, above have been satisfied. Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series Supplement and authenticate and deliver the Securities of such Additional Series.

Issuance of Additional Series of Notes. The Issuer may from time to time issue one or more Additional Series of Notes pursuant to a Series Supplement executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. The terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series. No Series Supplement may amend this Master Indenture (or a related Series Supplement) as applicable to any other Series except with the consent of the Control Party for each other 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 Holders 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 (i) financing the Issuer’s acquisition of additional Railcars and Leases, (ii) refinancing one or more preexisting Series, Class or sub-class of a Class (in each case, in whole and not in part), (iii) raising additional funds for the Issuer or (iv) 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 Notes of such Additional Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) the Issuer shall have given the Indenture Trustee, the Servicer, 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; (b) the Issuer shall have obtained Rating Agency Confirmation with respect to such Additional Series and each other Series of Equipment Notes then Outstanding; (c) no Servicer Termination Event, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the issuance of such Additional Series, and no Servicer Termination Event, Event of Default or 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 owing, and all scheduled amortization payments on all Outstanding Series of Notes due at or before the date of the issuance of such Additional Series shall have been made as of the date of issuance of such Additional Series; (e) the issuance of such Additional Series shall not result in noncompliance with the Concentration Limits; (f) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of issuance of such Additional Series: (i) a 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 party thereto; (iii) one or more officer’s certificates, duly executed by a responsible officer and providing for such certifications and other matters as the Indenture Trustee shall reasonably require; and (iv) one or more Opinions of Counsel, duly executed by counsel to the Issuer and providing for such matters as the Holders Noteholders (or applicable Initial Purchasers) shall reasonably require, including without limitation, an opinion from tax counsel to the Issuer (which opinion is based on and subject to only customary representations, assumptions and qualifications for an opinion of this nature and 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 Note of any Outstanding Series or Class for which an Opinion of Counsel to the Issuer was rendered in connection with the original issuance of such Note to the effect that such Note is treated as debt for U.S. federal income tax purposes, to be characterized as other than debt, and (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation; (g) the Certificate Agent shall have delivered to the Indenture Trustee an Officer’s Certificate confirming that the Member and the other Holders of the Class E Certificates, if any, are prepared to fund the increase in the Outstanding Stated Amount of the Class E Certificates required in connection with the issuance of such Additional Series; (h) while any Series of Equipment Notes are Outstanding, the Rapid Amortization Date of any Class or sub-Class in connection with an Additional Series of Equipment Notes, if applicable, shall occur on the same date or a date which occurs after the Rapid Amortization Date of the then most recently issued Equipment Notes of the same Class or sub-Class then Outstanding; and (ig) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that all of the conditions specified in clauses (a) through (hf), as applicable, above have been satisfied. Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series Supplement and authenticate and deliver the Securities Notes of such Additional Series.

Issuance of Additional Series of Notes. The Issuer may from time to time issue one or more Additional Series of Notes pursuant to a Series Supplement executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. The terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series. No Series Supplement may amend this Master Indenture (or a related Series Supplement) as applicable to any other Series except with the consent of the Control Party for each other 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 Holders 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 (i) financing the Issuer’s acquisition of additional Railcars and Leases, (ii) refinancing one or more preexisting Series, Class or sub-class of a Class (in each case, in whole and not in part), (iii) raising additional funds for the Issuer or (iv) 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 Notes of such Additional Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) the Issuer shall have given the Indenture Trustee, the Servicer, each the 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; (b) the Issuer shall have obtained Rating Agency Confirmation with respect to such Additional Series and each other Series of Equipment Notes then Outstanding; (c) no Servicer Termination Event, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the issuance of such Additional Series, and no Servicer Termination Event, Event of Default or 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 owing, and all scheduled amortization principal payments on all Outstanding Series of Notes due at or before the date of the issuance of such Additional Series shall have been made as of the date of issuance of such Additional Series; (e) the issuance of such Additional Series shall not result in noncompliance with the Concentration Limits; (f) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of issuance of such Additional Series: (i) a 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 party thereto; (iii) one or more officer’s certificates, duly executed by a responsible officer and providing for such certifications and other matters as the Indenture Trustee shall reasonably require; and (iv) one or more Opinions of Counsel, duly executed by counsel to the Issuer and providing for such matters as the Holders (or applicable Initial Purchasers) shall reasonably require, including without limitation, an opinion from tax counsel to the Issuer (which opinion is based on and subject to only customary representations, assumptions and qualifications for an opinion of this nature and 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 Note of any Outstanding Series or Class for which an Opinion of Counsel to the Issuer was rendered in connection with the original issuance of such Note to the effect that such Note is treated as debt for U.S. federal income tax purposes, to be characterized as other than debt, and (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation; (g) the Certificate Agent shall have delivered to the Indenture Trustee an Officer’s Certificate confirming that the Member and the other Holders of the Class E Certificates, if any, are prepared to fund the increase in the Outstanding Stated Amount of the Class E Certificates required in connection with the issuance of such Additional Series; (h) while any Series of Equipment Notes are Outstanding, the Rapid Amortization Date of any Class or sub-Class in connection with an Additional Series of Equipment Notes, if applicable, shall occur on the same date or a date which occurs after the Rapid Amortization Date of the then most recently issued Equipment Notes of the same Class or sub-Class then Outstanding; and (i) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that all of the conditions specified in clauses (a) through (h), as applicable, above have been satisfied. Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series Supplement and authenticate and deliver the Securities of such Additional Series.

Issuance of Additional Series of Notes. The Issuer may from time to time issue one or more Additional Series of Notes pursuant to a Series Supplement executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. The terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series. No Series Supplement may amend this Master Indenture (or a related Series Supplement) as applicable to any other Series except with the consent of the Control Party for each other 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 Holders 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 (i) financing the Issuer’s acquisition of additional Railcars and Leases, (ii) refinancing one or more preexisting Series, Class or sub-class of a Class (in each case, in whole and not in part), (iii) raising additional funds for the Issuer or (iv) 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 Notes of such Additional Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) the Issuer shall have given the Indenture Trustee, the Servicer, 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; (b) the Issuer shall have obtained Rating Agency Confirmation with respect to such Additional Series and each other Series of Equipment Notes then Outstanding; (c) no Servicer Termination Event, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the issuance of such Additional Series, and no Servicer Termination Event, Event of Default or 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 owing, and all scheduled amortization payments on all Outstanding Series of Notes due at or before the date of the issuance of such Additional Series shall have been made as of the date of issuance of such Additional Series; (e) the issuance of such Additional Series shall not result in noncompliance with the Concentration Limits; (f) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of issuance of such Additional Series: (i) a 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 party thereto; (iii) one or more officer’s certificates, duly executed by a responsible officer and providing for such certifications and other matters as the Indenture Trustee shall reasonably require; and (iv) one or more Opinions of Counsel, duly executed by counsel to the Issuer and providing for such matters as the Holders Noteholders (or applicable Initial Purchasers) shall reasonably require, including without limitation, an opinion from tax counsel to the Issuer (which opinion is based on and subject to only customary representations, assumptions and qualifications for an opinion of this nature and 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 Note of any Outstanding Series or Class for which an Opinion of Counsel to the Issuer was rendered in connection with the original issuance of such Note to the effect that such Note is treated as debt for U.S. federal income tax purposes, to be characterized as other than debt, and (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation; (g) the Certificate Agent shall have delivered while any other Series is Outstanding, any issuance of an Additional Series will be subject to the Indenture Trustee an Officer’s Certificate confirming additional condition that the Member and Book LTV Ratio immediately after the other Holders acquisition of the Class E Certificates, if any, are prepared to fund the increase in the Outstanding Stated Amount of the Class E Certificates required in connection additional Railcars with the proceeds of issuance of such Additional Series; (h) while any Series of Equipment Notes are Outstanding, shall not be greater than the Rapid Amortization Date of any Class or sub-Class in connection with an Additional Series of Equipment Notes, if applicable, shall occur on the same date or a date which occurs after the Rapid Amortization Date Book LTV Ratio as of the then most recently issued Equipment Notes of the same Class or sub-Class then OutstandingInitial Closing Date; and (ih) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that all of the conditions specified in clauses (a) through (hg), as applicable, above have been satisfied. Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series Supplement and authenticate and deliver the Securities Notes of such Additional Series.

Issuance of Additional Series of Notes. The Issuer may from time to time issue one or more Additional Series of Notes pursuant to a Series Supplement executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. The terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series. No Series Supplement may amend this Master Indenture (or a related Series Supplement) as applicable to any other Series except with the consent of the Control Party for each other 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 Holders 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 (i) financing the Issuer’s acquisition of additional Railcars and Leases, (ii) refinancing one or more preexisting Series, Class or sub-class of a Class (in each case, in whole and not in part), (iii) raising additional funds for the Issuer or (iv) 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 Notes of such Additional Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions: (a) the Issuer shall have given the Indenture Trustee, the Servicer, each the 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; (b) the Issuer shall have obtained Rating Agency Confirmation with respect to such Additional Series and each other Series of Equipment Notes then Outstanding; (c) no Servicer Termination Event, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the issuance of such Additional Series, and no Servicer Termination Event, Event of Default or 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 owing, and all scheduled amortization payments on all Outstanding Series of Notes due at or before the date of the issuance of such Additional Series shall have been made as of the date of issuance of such Additional Series; ; (e) the issuance of such Additional Series shall not result in noncompliance with the Concentration Limits; (f) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of issuance of such Additional Series: (i) a 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 party thereto; (iii) one or more officer’s certificates, duly executed by a responsible officer and providing for such certifications and other matters as the Indenture Trustee shall reasonably require; and (iv) one or more Opinions of Counsel, duly executed by counsel to the Issuer and providing for such matters as the Holders (or applicable Initial Purchasers) shall reasonably require, including without limitation, an opinion from tax counsel to the Issuer (which opinion is based on and subject to only customary representations, assumptions and qualifications for an opinion of this nature and 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 Note of any Outstanding Series or Class for which an Opinion of Counsel to the Issuer was rendered in connection with the original issuance of such Note to the effect that such Note is treated as debt for U.S. federal income tax purposes, to be characterized as other than debt, and (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation; (g) the Certificate Agent shall have delivered to the Indenture Trustee an Officer’s Certificate confirming that the Member and the other Holders of the Class E Certificates, if any, are prepared to fund the increase in the Outstanding Stated Amount of the Class E Certificates required in connection with the issuance of such Additional Series; (h) while any Series of Equipment Notes are Outstanding, the Rapid Amortization Date of any Class or sub-Class in connection with an Additional Series of Equipment Notes, if applicable, shall occur on the same date or a date which occurs after the Rapid Amortization Date of the then most recently issued Equipment Notes of the same Class or sub-Class then Outstanding; and (i) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that all of the conditions specified in clauses (a) through (h), as applicable, above have been satisfied. Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series Supplement and authenticate and deliver the Securities of such Additional Series.